Larsen & Toubro Infotech Limited DRHP

DRAFT RED HERRING PROSPECTUS
Dated September 28, 2015

(The Draft Red Herring Prospectus will be updated
upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
Book Built Issue
LARSEN & TOUBRO INFOTECH LIMITED

Our Company was incorporated at Mumbai on December 23, 1996 as L&T Information Technology Limited, a public limited company under the Companies Act, 1956. Our Company
obtained the certificate of commencement of business on March 25, 1997. The name of our Company was subsequently changed to Larsen & Toubro Infotech Limited and the Registrar of
Companies, Maharashtra at Mumbai, issued a fresh certificate of incorporation on June 25, 2001. For further details, see History and Certain Corporate Matters beginning on page 148.
Registered Office: L&T House, Ballard Estate, Mumbai 400 001; Tel: (91 22) 6752 5656; Fax: (91 22) 6752 5893
Corporate Office: L&T Technology Center, Gate No.5, Saki Vihar Road, Powai, Mumbai 400 072; Tel: (91 22) 6776 6776; Fax: (91 22) 28581130
Contact Person: S. K. Bhatt, Company Secretary and Compliance Officer
E-mail: investor@lntinfotech.com; Website: www.lntinfotech.com
Corporate Identity Number: U72900MH1996PLC104693
OUR PROMOTER: LARSEN & TOUBRO LIMITED
PUBLIC OFFER OF UP TO 17,500,000 EQUITY SHARES OF FACE VALUE OF ` 1 EACH (THE EQUITY SHARES) OF LARSEN & TOUBRO INFOTECH LIMITED (OURCOMPANY) FOR
CASH AT A PRICE OF ` [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE) AGGREGATING UP TO ` [] MILLION (THEOFFER) THROUGH AN
OFFER FOR SALE BY OUR PROMOTER, LARSEN & TOUBRO LIMITED (THE SELLING SHAREHOLDER). THE OFFER WOULD CONSTITUTE []% OF OUR POST-OFFER PAID-UP
EQUITY SHARE CAPITAL.
THE FACE VALUE OF THE EQUITY SHARES IS ` 1 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE SELLING SHAREHOLDER
IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (THE BRLMs) AND WILL BE ADVERTISED IN [] EDITIONS OF [], [] EDITIONS OF [] AND [] EDITIONS OF []
(WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND MARATHI NEWSPAPERS, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE THE REGISTERED
OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE CIRCULATION AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working
Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the BSE Limited (BSE) and The National Stock Exchange of India Limited
(NSE), by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members.
In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR), this is an Offer for at least 10% of the post-Offer paid-up equity share capital of our Company. The Offer
is being made in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI Regulations), through
the Book Building Process wherein not more than 50% of the Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs), provided that our Company and the Selling Shareholder may
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate
basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid
Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall
be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors,
may participate in this Offer through an Application Supported by Blocked Amount (ASBA) process providing details of their respective bank account which will be blocked by the SCSBs. QIBs (except Anchor
Investors) and Non-Institutional Bidders are mandatorily required to utilise the ASBA process to participate in this Offer. Anchor Investors are not permitted to participate in the Offer through ASBA Process. For
details, see Offer Procedure beginning on page 364.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 1 each and the Floor Price is [] times the face value and the Cap Price
is [] times the face value.The Offer Price (determined and justified by our Company and the Selling Shareholder in consultation with the BRLMs as stated under Basis for Offer Price beginning on page 96) should
not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Investors are advised
to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks
involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this
Draft Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors beginning on page 19.
COMPANYS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material
in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect. Further, the Selling Shareholder accepts responsibility that this Draft Red Herring Prospectus contains all information about itself as the Selling Shareholder in the context
of the Offer for Sale and assumes responsibility for statements in relation to itself included in this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an in-principle approval from the BSE and the NSE for the listing of the
Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [].
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Sharepro Services (I) Pvt. Ltd.
Citigroup Global Markets India Private Limited Kotak Mahindra Capital Barclays Bank PLC ICICI Securities Limited Sharepro Services (India) Private Limited
1202, 12th Floor Company Limited 801/808 Ceejay House ICICI Center, H.T. Parekh Marg 13 AB, Samhita Warehousing Complex,
First International Financial Centre 1st Floor, 27 BKC, Plot No. 27, Shivsagar Estate Churchgate 2nd floor, Sakinaka Telephone Exchange Lane
G-Block, Bandra Kurla Complex G Block, Bandra Kurla Complex Dr. A. Besant Road, Worli Mumbai 400 020 Andheri Kurla Road
Bandra East, Mumbai 400 051 Bandra (East), Mumbai 400 051 Mumbai 400 018 Tel: (91 22) 2288 2460 Sakinaka, Andheri (E)
Tel: (91 22) 6175 9999 Tel: (91 22) 4336 0000 Tel: (91 22) 6719 6001 Fax: (91 22) 2282 6580 Mumbai 400 072
Fax: (91 22) 6175 9961 Fax: (91 22) 6713 2447 Fax: (91 22) 6719 6187 E-mail:lntinfotech.ipo@icicisecurities.com Tel: (91 22) 6191 5400
E-mail: ltinfotech.ipo@citi.com E-mail: lntinfotech.ipo@kotak.com E-mail: LnTInfotechIPO@barclays.com Website: www.icicisecurities.com Fax: (91 22) 6191 5444
Website:www.online.citibank.co.in/rhtm/ Website: http://investmentbank.kotak.com Website: http://www.barclays.in/ Investor grievance e-mail: E-mail: prakashk@shareproservices.com
citigroupglobalscreen1.htm Investor grievance e-mail: investment-banking/index.html customercare@icicisecurities.com Website : www.shareproservices.com
Investor grievance e-mail: kmccredressal@kotak.com Investor grievance e-mail: Contact persons: Prem Dcunha / Investor grievance e-mail:
investors.cgmib@citi.com Contact person: Ganesh Rane BBPLCconcerns@barclays.com Anurag Byas ltinfo@shareproservices.com
Contact person: Gursartaj Singh Nijjar SEBI registration number: Contact person: Raahi Kapadia SEBI registration number: Contact person: Prakash A Khare
SEBI registration number: INM000010718 INM000008704 SEBI registration number: INM000002129 INM000011179 SEBI registration number: INR000001476
BID/OFFER PROGRAMME
BID/OFFER OPENS ON [] *
BID/OFFER CLOSES ON []**
*Our Company and the Selling Shareholder may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI Regulations. The Anchor Investor Bid/Offer Period shall be
one Working Day prior to the Bid/Offer Opening Date.
** Our Company and the Selling Shareholder may, in consultation with the BRLMs, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI
Regulations.
TABLE OF CONTENTS
SECTION I: GENERAL ...................................................................................................................................... 3
DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 3
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .... 15
FORWARD-LOOKING STATEMENTS ........................................................................................................ 18
SECTION II: RISK FACTORS ........................................................................................................................ 19
SECTION III: INTRODUCTION .................................................................................................................... 47
SUMMARY OF INDUSTRY ........................................................................................................................... 47
SUMMARY OF OUR BUSINESS ................................................................................................................... 53
SUMMARY OF FINANCIAL INFORMATION ............................................................................................. 59
THE OFFER ..................................................................................................................................................... 69
GENERAL INFORMATION ........................................................................................................................... 70
CAPITAL STRUCTURE ................................................................................................................................. 81
OBJECTS OF THE OFFER .............................................................................................................................. 95
BASIS FOR OFFER PRICE ............................................................................................................................. 96
STATEMENT OF TAX BENEFITS .............................................................................................................. 100
SECTION IV: ABOUT OUR COMPANY ..................................................................................................... 104
INDUSTRY OVERVIEW .............................................................................................................................. 104
OUR BUSINESS ............................................................................................................................................ 119
REGULATIONS AND POLICIES................................................................................................................. 146
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 148
OUR SUBSIDIARIES .................................................................................................................................... 152
OUR MANAGEMENT .................................................................................................................................. 157
OUR PROMOTER AND PROMOTER GROUP ........................................................................................... 172
GROUP COMPANIES ................................................................................................................................... 178
RELATED PARTY TRANSACTIONS ......................................................................................................... 192
DIVIDEND POLICY ..................................................................................................................................... 193
SECTION V: FINANCIAL INFORMATION ............................................................................................... 194
FINANCIAL STATEMENTS ........................................................................................................................ 194
FINANCIAL INDEBTEDNESS .................................................................................................................... 294
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................... 296
SELECTED FINANCIAL INFORMATION ................................................................................................. 318
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................. 320
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 320
GOVERNMENT AND OTHER APPROVALS ............................................................................................. 340
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 342
SECTION VII: OFFER INFORMATION ..................................................................................................... 356
TERMS OF THE OFFER ............................................................................................................................... 356
OFFER STRUCTURE .................................................................................................................................... 359
OFFER PROCEDURE ................................................................................................................................... 364
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 411
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION............................................ 412
SECTION IX: OTHER INFORMATION ..................................................................................................... 423
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................ 423
DECLARATION ............................................................................................................................................ 425
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meanings provided below. References to any legislation, act, regulation, rules,
guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended from time
to time.
General Terms
Term Description
our Company or the Larsen & Toubro Infotech Limited, a company incorporated under the
Company Companies Act, 1956 and having its registered office at L&T House, Ballard
Estate, Mumbai 400 001
we, us or our Unless the context otherwise indicates or implies, refers to our Company
together with its Subsidiaries
Company Related Terms
Term Description
Articles of Association/ AoA Articles of Association of our Company, as amended
Auditors/ Statutory Auditors Sharp & Tannan, Chartered Accountants
Befula Investments Befula Investments (Proprietary) Limited
Board/ Board of Directors Board of directors of our Company or a duly constituted committee thereof
Chevron Chevron USA, Inc.
Citibank Citicorp North America, Inc.
Director(s) Director(s) of our Company
ESOP Scheme, 2000 Larsen & Toubro Infotech Limited Employee Stock Ownership Scheme and
Larsen & Toubro Infotech Limited Employee Stock Ownership Scheme Rules of
2000 as amended pursuant to board resolutions dated September 9, 2003,
September 29, 2005, May 10, 2008, January 13, 2011 and July 17, 2013
ESOP Scheme, 2015 Larsen & Toubro Infotech Limited Employee Stock Option Scheme, 2015 and the
Employee Stock Option Scheme, 2015 Rules
Equity Shares Equity shares of our Company of face value of 1 each
Existing Employee Stock ESOP Scheme, 2000 and U.S Sub-Plan, 2006
Option Plans
GDA Technologies GDA Technologies Limited
GDA Scheme Scheme of amalgamation of GDA Technologies with our Company. For details,
see History and Certain Corporate Matters- Schemes of arrangement- Scheme of
amalgamation entered into between GDA Technologies and our Company, which
has been filed with the Bombay High Court and the Madras High Court from
page 150 to 151
GDA USA GDA Technologies Inc., USA
Group Companies Companies which are covered under the applicable accounting standards and also
other companies as considered material by our Board
ISRC Information Systems Resource Centre Private Limited
ISRC Scheme Scheme of amalgamation of ISRC with our Company, as amended. For details,
see History and Certain Corporate Matters- Schemes of arrangement- Scheme of
amalgamation entered into between ISRC and our Company on page 150
Key Management Personnel Key management personnel of our Company in terms of the SEBI Regulations
and the Companies Act, 2013 and disclosed in Our Management from pages
163 to 164
L&T CTL L&T Cutting Tools Limited
L&T IDPL L&T Infrastructure Development Projects Limited
3
Term Description
L&T Infotech Austria Larsen & Toubro Infotech Austria GmbH
L&T Infotech Canada Larsen & Toubro Infotech Canada Ltd.
LTIFST L&T Infotech Financial Services Technologies Inc.
L&T Infotech GmbH Larsen & Toubro Infotech GmbH
L&T Infotech LLC Larsen & Toubro Infotech LLC
L&T Infotech South Africa Larsen And Toubro Infotech South Africa (Proprietary) Limited
L&T Larsen & Toubro Limited
L&T Infotech Shanghai L&T Information Technology Services (Shanghai) Co. Limited
L&T International FZE Larsen & Toubro International FZE
LTTSL L&T Technology Services Limited
MoA/ Memorandum of Memorandum of Association of our Company, as amended
Association
Promoter The promoter of our Company is Larsen & Toubro Limited. For details, see Our
Promoter and Promoter Group from pages 172 to 173
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(zb) of the SEBI Regulations
Restated Financial Statements Financial information prepared by the management of our Company from its
audited financial statements (prepared in accordance with Indian GAAP) and is
prepared in accordance with the requirements of (a) sub-clause (i), (ii) and (iii) of
clause (b) of Sub-section (1) of Section 26 of Chapter III of the Companies Act,
2013 read with rule 4 of Companies (Prospectus and Allotment of Securities)
Rules, 2014; and (b) relevant provisions of the SEBI Regulations
Registered Office Registered office of our Company located at L&T House, Ballard Estate, Mumbai
400 001
Registrar of Companies /RoC The Registrar of Companies, Maharashtra at Mumbai
Shareholders Shareholders of our Company
Subsidiaries Subsidiaries of our Company, namely, L&T Infotech Financial Services
Technologies Inc., Larsen & Toubro Infotech GmbH, Larsen & Toubro Infotech
Canada Ltd., Larsen And Toubro Infotech South Africa (Proprietary) Limited,
Larsen & Toubro Infotech Austria GmbH, Larsen & Toubro Infotech LLC, L&T
Information Technology Services (Shanghai) Co. Limited and GDA Technologies
Limited
Trademark License Agreement Trademark license agreement dated August 20, 2015 entered into between our
Company and our Promoter, and amendment agreement dated September 22, 2015
entered into between our Company and our Promoter
U.S Sub-Plan, 2006 Larsen & Toubro Infotech Limited Employee Stock Ownership Scheme - 2006
U.S Stock Option Sub-Plan
Offer Related Terms
Term Description
Allot/ Allotment/ Allotted Unless the context otherwise requires, transfer of the Equity Shares offered by
the Selling Shareholder pursuant to the Offer for Sale to the successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted
Allotment Advice Note, advice or intimation of Allotment sent to the Bidders who have been or
are to be Allotted the Equity Shares after the Basis of Allotment has been
approved by the Designated Stock Exchange
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI Regulations
Anchor Investor Allocation Price at which Equity Shares will be allocated to Anchor Investors in terms of
Price the Red Herring Prospectus and the Prospectus, which will be decided by our
Company and the Selling Shareholder in consultation with the BRLMs
Anchor Investor Bid/ Offer One Working Day prior to the Bid/Offer Opening Date, on which Bids by
Period Anchor Investors shall be submitted and allocation to Anchor Investors shall
4
Term Description
be completed
Anchor Investor Offer Price Final price at which the Equity Shares will be Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be
equal to or higher than the Offer Price but not higher than the Cap Price.
The Anchor Investor Offer Price will be decided by our Company and the
Selling Shareholder in consultation with the BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company and
the Selling Shareholder, in consultation with the BRLMs, to Anchor Investors
on a discretionary basis
One-third of the Anchor Investor Portion shall be reserved for domestic

Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price
Application Supported by An application, whether physical or electronic, used by Bidders, other than
Blocked Amount or ASBA Anchor Investors, to make a Bid authorising an SCSB to block the Bid
Amount in the ASBA Account
ASBA is mandatory for QIBs (except Anchor Investors) and Non Institutional
Bidders participating in the Offer
ASBA Account An account maintained with an SCSB and specified in the Bid cum
Application Form submitted by ASBA Bidders for blocking the Bid Amount
mentioned in the Bid cum Application Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder Prospective investors (other than Anchor Investors) in the Offer who intend to
submit the Bid through the ASBA process
Banker(s) to the Offer / Banks which are clearing members and registered with SEBI as bankers to an
Escrow Collection Bank(s) issue and with whom the Escrow Account will be opened, in this case being
[]
Barclays Barclays Bank PLC
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the
Offer and which is described in Offer Procedure from pages 400 to 403
Bid An indication to make an offer during the Bid/ Offer Period by a Bidder
pursuant to submission of the Bid cum Application Form, or during the
Anchor Investor Bid/ Offer Period by the Anchor Investors, to purchase the
Equity Shares at a price within the Price Band, including all revisions and
modifications thereto as permitted under the SEBI Regulations
Bid Amount Highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account upon submission of
the Bid
Bid cum Application Form Form used by a Bidder, including an ASBA Bidder, to make a Bid and which
will be considered as the application for Allotment, in terms of the Red
Herring Prospectus and the Prospectus
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date
after which the Syndicate, the Designated Branches and the Registered
Brokers will not accept any further Bids, which shall be notified in [] editions
of the English national newspaper [], [] editions of the Hindi national
newspaper [], and [] edition of the Marathi newspaper [] (Marathi being
the regional language of Maharashtra, where the Registered Office is located),
each with wide circulation
Our Company and the Selling Shareholder may, in consultation with the
BRLMs, consider closing the Bid/ Offer Period for QIBs one Working Day
prior to the Bid/ Offer Closing Date in accordance with the SEBI Regulations
5
Term Description
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on
which the Syndicate, the Designated Branches and the Registered Brokers
shall start accepting Bids, which shall be notified in [] editions of the English
national newspaper [], [] editions of the Hindi national newspaper [], and
[] edition of the Marathi newspaper [] (Marathi being the regional language
of Maharashtra, where the Registered Office is located), each with wide
circulation
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/ Offer
Opening Date and the Bid/ Offer Closing Date, inclusive of both days, during
which prospective Bidders can submit their Bids, including any revisions
thereof
Bid Lot []
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an ASBA Bidder and an Anchor Investor
Book Building Process Book building process, as provided in Schedule XI of the SEBI Regulations, in
terms of which the Offer is being made
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the
Bid cum Application Forms to a Registered Broker
The details of such Broker Centres, along with the names and contact details
of the Registered Broker are available on the respective website of the Stock
Exchanges
Book Running Lead Managers Book running lead managers to the Offer, being Citigroup Global Markets
or BRLMs India Private Limited, Kotak Mahindra Capital Company Limited, Barclays
Bank PLC and ICICI Securities Limited
CAN/ Confirmation of Notice or intimation of allocation of Equity Shares sent to Anchor Investors,
Allocation Note who have been allocated Equity Shares, after the Anchor Investor Bid/ Offer
Period
Cap Price Higher end of the Price Band, above which the Offer Price and Anchor
Investor Offer Price will not be finalised and above which no Bids will be
accepted
Citi Citigroup Global Markets India Private Limited
Client ID Client identification number maintained with one of the Depositories in
relation to demat account
Cut-off Price Offer Price finalised by our Company and the Selling Shareholder in
consultation with the BRLMs
Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs
and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price
Designated Branches Such branches of the SCSBs which shall collect the Bid cum Application
Forms used by the ASBA Bidders, a list of which is available on the website
of SEBI at http://www.sebi.gov.in/cms/sebi_data/attachdocs/
1365051213899.html or at such other website as may be prescribed by SEBI
from time to time
Designated Date Date on which funds are transferred by the Escrow Collection Bank(s) from
the Escrow Account or the amounts blocked by the SCSBs are transferred
from the ASBA Accounts, as the case may be, to the Public Offer Account or
the Refund Account, as appropriate, after the Prospectus is filed with the RoC
Designated Stock Exchange []
Draft Red Herring Prospectus This Draft Red Herring Prospectus dated September 28, 2015 issued in
/ DRHP accordance with the SEBI Regulations, which does not contain complete
particulars of the price at which the Equity Shares will be Allotted and the size
of the Offer
6
Term Description
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an
offer or invitation under the Offer and in relation to whom the Bid cum
Application Form and the Red Herring Prospectus will constitute an invitation
to purchase the Equity Shares
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders (excluding the ASBA Bidders) will issue cheques or drafts in respect
of the Bid Amount when submitting a Bid
Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement namely []
Escrow Agreement Agreement to be entered into by our Company, the Selling Shareholder, the
BRLMs, the Registrar to the Offer, the Syndicate Members and the Escrow
Collection Bank(s) for collection of the Bid Amounts and where applicable,
refunds of the amounts collected from the Bidders (excluding the ASBA
Bidders), on the terms and conditions thereof
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or
the Revision Form and in case of joint Bids, whose name shall also appear as
the first holder of the beneficiary account held in joint names
Floor Price Lower end of the Price Band, subject to any revision thereto, at or above
which the Offer Price and the Anchor Investor Offer Price will be finalised
and below which no Bids will be accepted
General Information General Information Document prepared and issued in accordance with the
Document/ GID circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI
I-Sec ICICI Securities Limited
Kotak Kotak Mahindra Capital Company Limited
Maximum RIB Allottees Maximum number of RIBs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for
Allotment to RIBs by the minimum Bid Lot
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [] Equity
Shares which shall be available for allocation to Mutual Funds only
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
Non-Institutional Bidders or All Bidders that are not QIBs or RIBs and who have Bid for Equity Shares for
NIIs an amount of more than 200,000 (but not including NRIs other than Eligible
NRIs)
Non-Institutional Portion Portion of the Offer being not less than 15% of the Offer consisting of []
Equity Shares which shall be available for allocation on a proportionate basis
to Non-Institutional Bidders, subject to valid Bids being received at or above
the Offer Price
Non-Resident A person resident outside India as defined under FEMA and includes a non
resident Indian, FIIs, FVCI and FPIs
Offer Agreement Agreement dated September 28, 2015 amongst our Company, the Selling
Shareholder and the BRLMs pursuant to which certain arrangements are
agreed to in relation to the Offer
Offer/ Offer for Sale Offer for sale of up to 17,500,000 Equity Shares by the Selling Shareholder at
the Offer Price aggregating up to [] million in terms of the Red Herring
Prospectus
Offer Price Final price at which the Equity Shares will be Allotted in terms of the Red
Herring Prospectus
Offer Price will be decided by our Company and the Selling Shareholder in
consultation with the BRLMs on the Pricing Date
Price Band Price band of a minimum price of [] per Equity Share (Floor Price) and the
maximum price of [] per Equity Share (Cap Price), including any revisions
thereof
7
Term Description
Price Band and the minimum Bid Lot size for the Offer will be decided by our
Company and the Selling Shareholder in consultation with the BRLMs and
will be advertised, at least five Working Days prior to the Bid/ Offer Opening
Date, in [] editions of the English national newspaper [], [] editions of the
Hindi national newspaper [], and [] edition of the Marathi newspaper [],
(Marathi being the regional language of Maharashtra, where the Registered
Office is located) each with wide circulation
Pricing Date Date on which our Company and the Selling Shareholder, in consultation with
the BRLMs, will finalise the Offer Price
Prospectus Prospectus to be filed with the RoC after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013, and the SEBI Regulations containing,
inter alia, the Offer Price that is determined at the end of the Book Building
Process, the size of the Offer and certain other information including any
addenda or corrigenda thereto
Public Offer Account Account opened with the Bankers to the Offer to receive monies from the
Escrow Account(s) and the ASBA Accounts on the Designated Date
QIB Category / QIB Portion Portion of the Offer (including the Anchor Investor Portion) being not more
than 50% of the Offer consisting of [] Equity Shares which shall be allocated
to QIBs (including Anchor Investors)
Qualified Institutional Buyers Qualified institutional buyers as defined under Regulation 2(1)(zd) of the
or QIBs / QIB Bidder SEBI Regulations
Red Herring Prospectus or The red herring prospectus to be issued by our Company in accordance with
RHP Section 32 of the Companies Act, 2013 and the provisions of the SEBI
Regulations, which will not have complete particulars of the price at which the
Equity Shares will be offered and the size of the Offer including any addenda
or corrigenda thereto
The red herring prospectus will be registered with the RoC at least three days
before the Bid/ Offer Opening Date and will become the Prospectus upon
filing with the RoC after the Pricing Date
Refund Account(s) Account opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount (excluding refund to ASBA Bidders) shall be
made
Refund Bank(s) []
Refunds through electronic Refunds through NECS, direct credit, RTGS or NEFT, as applicable
transfer of funds
Registered Brokers Stock brokers registered with the stock exchanges having nationwide
terminals, other than the Members of the Syndicate
Registrar to the Offer or Sharepro Services (India) Private Limited
Registrar
Retail Individual Bidders/ Individual Bidders, who have Bid for the Equity Shares for an amount not
RIBs more than 200,000 (including HUFs applying through their Karta and
Eligible NRIs)
Retail Portion Portion of the Offer being not less than 35% of the Offer consisting of []
Equity Shares which shall be available for allocation to Retail Individual
Investor(s) in accordance with the SEBI Regulations, subject to valid bids
being received at or above the Offer Price
Revision Form Form used by Bidders, including ASBA Bidders, to modify the quantity of the
Equity Shares or the Bid Amount in any of their Bid cum Application Forms
or any previous Revision Form(s)
QIB Bidders and Non-Institutional Bidders are not allowed to lower their Bids
(in terms of quantity of Equity Shares or the Bid Amount) at any stage
Self Certified Syndicate Banks registered with SEBI, offering services in relation to ASBA, a list of
8
Term Description
Bank(s) or SCSB(s) which is available on the website of SEBI at
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1365051213899.html
Selling Shareholder Larsen & Toubro Limited
Share Escrow Agreement Agreement to be entered into amongst our Company, the Selling Shareholder,
the BRLMs and the Escrow Agent in connection with the transfer of Equity
Shares under the Offer for Sale by the Selling Shareholder and credit of such
Equity Shares to the demat accounts of the Allottees
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms
from ASBA Bidders, a list of which is available at the website of SEBI
(www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries) and
updated from time to time
Syndicate Agreement Agreement to be entered into amongst our Company, the Selling Shareholder,
the BRLMs and the Syndicate Members in relation to collection of Bids in the
Offer (other than Bids directly submitted to the SCSBs under the ASBA
process and Bids submitted to Registered Brokers at the Broker Centres)
Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities
as an underwriter, namely, []
Syndicate or Members of the BRLMs and the Syndicate Members
Syndicate
TRS or Transaction Slip or document issued by the Syndicate, or the SCSB (only on demand), as
Registration Slip the case may be, to the Bidder as proof of registration of the Bid
Underwriters []
Underwriting Agreement Agreement among our Company, the Selling Shareholder and the
Underwriters to be entered into on or after the Pricing Date
Working Day Any day, other than Saturdays and Sundays, on which commercial banks in
Mumbai are open for business, provided however, for the purpose of the time
period between the Bid/ Offer Closing Date and listing of the Equity Shares on
the Stock Exchanges, Working Days shall mean all days excluding Sundays
and bank holidays in Delhi or Mumbai in accordance with circular no.
CIR/CFD/DIL/3/2010 dated April 22, 2010 issued by SEBI
Technical/ Industry Related Terms/ Abbreviations
Term Description
ACV Annual Contract Value
AIM Analytics and Information Management
AML Anti-Money Laundering
AO Application Outsourcing
BFS Banking and Financial Services
BFSI Banking, Financial Services and Insurance
BI/ DW Business Intelligence and Data Warehousing
BPM Business Process Management
CADM Custom Application Development and Management
CCAR Comprehensive Capital Analysis and Review Regulations
COE Centers of Excellence
CIO Chief Information Officer
CIS Customer Interaction And Support
CRM Customer Relationship Management
9
Term Description
DW Data Warehousing
Delivery Centres Our Companys delivery centres and proximity centers
EOU Export Oriented Unit
EPC Engineering, Procurement and Construction
ER&D Engineering, Research and Development
FATCA U.S. Foreign Account Tax Compliance Act of 2010
GIC Global In-house Centres
IaaS Infrastructure as a Service
ICT Information and Communication Technology
IT Information Technology
IMS Infrastructure Management Services
ioT Internet of Things
IT-BPM Information Technology and Business Process Management
ITIL IT Infrastructure Library
Kanban A knowledge management method to achieve operational efficiencies
KPI Key Performance Indicator
KYC Know Your Client
MSA Master Service Agreement
OTT Over-The-Top
O&M Operation and Maintenance
PES Business Our Companys Product Engineering Services Business
R&D Research and Development
SaaS Software as a Service
SAP Systems, Applications and Products
SEZ Special Economic Zone
SMAC Social, Mobile, Analytics and Cloud
STORRM Search, Tag, Optimise, Retrieve, Repurpose and Monetise
STPI Software Technology Parks of India
STPI Scheme Software Technology Parks of India scheme
T&M Time and Material
UXD User Experience Design
USCIS U.S. Citizenship and Immigration Services
Conventional and General Terms or Abbreviations
Term Description
AGM Annual General Meeting
AIF Alternative investment funds as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
Arbitration Act Arbitration and Conciliation Act, 1996
10
Term Description
AS/ Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India
BCW Act Building and Other Construction Workers (Regulation of Employment and
Conditions of Service) Act, 1996
BSE BSE Limited
Bn/ bn Billion
Bonus Act Payment of Bonus Act, 1965
CAD Canadian Dollar
CAGR Compounded Annual Growth Rate
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CENVAT Central Value Added Tax
CESTAT Customs, Excise and Service Tax Appellate Tribunal
CIN Corporate Identity Number
CIT Commissioner of Income Tax
CPC Code of Civil Procedure, 1908
CrPC Code of Criminal Procedure, 1973
Category I Foreign Portfolio FPIs who are registered as Category I foreign portfolio investors under the
Investors SEBI FPI Regulations
Category II Foreign Portfolio FPIs who are registered as Category II foreign portfolio investors under the
Category III Foreign Portfolio FPIs who are registered as Category III foreign portfolio investors under the
Companies Act Companies Act, 2013 and Companies Act, 1956, as applicable
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have
ceased to have effect upon notification of the sections of the Companies Act,
2013) along with the relevant rules made thereunder
Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of
sections of the Companies Act, 2013, along with the relevant rules made
thereunder
Competition Act Competition Act, 2002
Contract Labour Act Contract Labour (Regulation and Abolition) Act, 1970
DIN Director identification number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India
DP ID Depository participant identification
DP/ Depository Participant A depository participant as defined under the Depositories Act
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
ECB External Commercial Borrowings
EGM Extraordinary General Meeting
EPF Act Employees Provident Funds and Miscellaneous Provisions Act, 1952
EPS Earnings per share
11
Term Description
ESI Act Employees State Insurance Act, 1948
Employees Compensation Act Employees Compensation Act, 1923
Equity Listing Agreement Listing Agreement to be entered into with the Stock Exchanges on which the
Equity Shares are to be listed
FCNR Account Foreign currency non-resident account
FDI Foreign direct investment
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DIPP under D/o
IPP F. No. 5(1)/2015-FC-1 dated May 12, 2015, effective from May 12, 2015
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000
FII(s) Foreign institutional investors as defined under the SEBI FPI Regulations
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
FIPB Foreign Investment Promotion Board
FIR First Information Report
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
Financial Year/ Fiscal/ FY Unless stated otherwise, the period of 12 months ending March 31 of that
particular year
GAAR General Anti-Avoidance Rules
GDP Gross Domestic Product
GIR General Index Register
GoI or Government Government of India
GST Goods and Services Tax
Gratuity Act Payment of Gratuity Act, 1972
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICDS Income Computation and Disclosure Standards
ICSI The Institute of Company Secretaries of India
IEC Importer Exporter Code
IFRS International Financial Reporting Standards
IPC Indian Penal Code, 1860
Income Tax Act Income-tax Act, 1961
Ind AS Indian Accounting Standards
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
Industrial Disputes Act Industrial Disputes Act, 1947
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
12
Term Description
IT Information Technology
JMFC Judicial Magistrate First Class
km Kilometres
Legal Metrology Act Legal Metrology Act, 2009
Legal Metrology Rules Legal Metrology (Packaged Commodities) Rules, 2011
LIBOR London Interbank Offered Rate
MAT Minimum Alternate Tax
Mn Million
Mutual Fund (s) Mutual Fund (s) means mutual funds registered under the SEBI (Mutual Funds)
Regulations, 1996
N.A./ NA Not Applicable
NAV Net Asset Value
NBFC Non-banking financial company registered with the RBI
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
Negotiable Instruments Act Negotiable Instruments Act, 1881
NHAI National Highways Authority of India
NHPC National Hydroelectric Power Corporation
NR Non-resident
NRE Account Non-Resident External Account
NRI An individual resident outside India who is a citizen of India or is an Overseas
Citizen of India cardholder within the meaning of Section 7(A) of the
Citizenship Act, 1955
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB/ Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs directly
or indirectly and which was in existence on October 3, 2003 and immediately
before such date had taken benefits under the general permission granted to
OCBs under FEMA. OCBs are not allowed to invest in the Offer
p.a. Per annum
P/E Ratio Price/ Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PLR Prime Lending Rate
R&D Research and Development
RBI The Reserve Bank of India
RoNW Return on Net Worth
/ Rs./ Rupees/ INR Indian Rupees
13
Term Description
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act,
1992
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations,
1996
SICA Sick Industrial Companies (Special Provisions) Act, 1985
SPV Special purpose vehicle
Sq. ft. Square feet
STT Securities transaction tax
State Government The government of a state in India
Stock Exchanges The BSE and the NSE
TDS Tax deducted at source
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
UK United Kingdom
U.S./ USA/ United States United States of America
US GAAP Generally Accepted Accounting Principles in the United States of America
USD/ US$ United States Dollars
U.S. Securities Act U.S. Securities Act, 1933
VAT Value-Added Tax
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI
VCF Regulations
Wealth Tax Act Wealth-tax Act, 1957
ZAR South African Rand
The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
under the SEBI Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and regulations
made thereunder.
14
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references to India in this Draft Red Herring Prospectus are to the Republic of India and all references to the
U.S., USA or United States are to the United States of America.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page
numbers of this Draft Red Herring Prospectus.
Financial Data
Unless stated otherwise, the financial information in this Draft Red Herring Prospectus is derived from our
unconsolidated and consolidated Restated Financial Statements as of and for the Financial Years ended March 31,
2015, 2014, 2013, 2012 and 2011. These financial statements have been prepared in accordance with Indian GAAP
and the Companies Act and restated under the SEBI Regulations.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to one decimal places and accordingly there may be consequential changes
in this Draft Red Herring Prospectus. In this Draft Red Herring Prospectus, we have disclosed certain figures in
USD without translation into Rupees, to ensure accurate representation (as such translations may be misleading).
Our Companys financial year commences on April 1 and ends on March 31 of the next year; accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12-month period ended on March 31 of
that year.
Reference in this Draft Red Herring Prospectus to the terms Fiscal Year or Financial Year is to the 12 months ended
on March 31 of such year, unless otherwise specified. Indian GAAP differs from accounting principles and auditing
standards with which prospective investors may be familiar in other countries, including IFRS and the reconciliation
of the financial information to other accounting principles and auditing standards has not been provided. Our
Company has not attempted to explain those differences or quantify their impact on the financial data included in
this Draft Red Herring Prospectus and investors should consult their own advisors regarding such differences and
their impact on our Companys financial data. See Risk Factors from pages 41 to 42 for risks involving
differences between Indian GAAP and other accounting principles and auditing standards. The degree to which the
financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely
dependent on the readers level of familiarity with Indian accounting policies and practices, Indian GAAP, the
Companies Act and the SEBI Regulations. Any reliance by persons not familiar with Indian accounting policies,
Indian GAAP, the Companies Act, the SEBI Regulations and practices on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited.
Unless the context otherwise indicates, any percentage amounts, as set forth in Risk Factors, Our Business,
Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on pages 19,
119 and 296, respectively, and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of
the unconsolidated and consolidated Restated Financial Statements of our Company.
Currency and Units of Presentation
All references to:
CAD are to Canadian Dollar, the official currency of Canada;
Rupees or or INR or Rs. are to Indian Rupee, the official currency of the Republic of India; and
USD or US$ are to United States Dollar, the official currency of the United States.
ZAR is the South African Rand, the official currency of South Africa.
15
Except otherwise specified, our Company has presented certain numerical information in this Draft Red Herring
Prospectus in million units. One million represents 1,000,000 and one billion represents 1,000,000,000.
Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Rupees that have
been presented solely to comply with the SEBI Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Rupees, at any particular rate
or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the
Rupee and other currencies:
(in )
Currency As on March 31, As on March 31, As on March 31, As on March 31,
2015 2014 2013 2012
1 CAD* 49.02 54.25 53.38(1) 51.04(2)
(3) (4)
1 USD** 62.59 60.10 54.39 51.16(5)
(3) (4)
1 EUR** 67.51 82.58 69.54 68.34(5)
(6) (1)
1 ZAR* 5.13 5.66 5.90 6.64(2)
*Source: Bloomberg reference rate
**Source: RBI reference rate
(1) Exchange rate as on March 29, 2013, as Bloomberg reference rate is not available for March 31, 2013,
and March 30, 2013 being a Sunday and Saturday, respectively
(2) Exchange rate as on March 30, 2012, as Bloomberg reference rate is not available for March 31, 2012
being a Saturday
(3) Exchange rate as on March 28, 2014, as RBI reference rate is not available for March 31, 2014, March 30,
2014 and March 29, 2014 being a public holiday, a Sunday and a Saturday, respectively.
(4) Exchange rate as on March 28, 2013, as RBI reference rate is not available for March 31, 2013, March 30,
2013 and March 29, 2013 being a Sunday, a Saturday and a public holiday, respectively
(5) Exchange rate as on March 30, 2012, as RBI reference rate is not available for March 31, 2012 being a
Saturday.
(6) Exchange rate as on March 28, 2014, as Bloomberg reference rate is not available for March 31, 2014,
March 30, 2014 and March 29, 2014 being a public holiday, a Sunday and a Saturday, respectively
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from publicly available information as well as various industry publications and sources.
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but their accuracy and completeness are
not guaranteed and their reliability cannot be assured. Accordingly, no investment decisions should be made based
on such information. Although we believe the industry and market data used in this Draft Red Herring Prospectus is
reliable, it has not been independently verified by us, the Selling Shareholder or the BRLMs or any of their affiliates
or advisors. The data used in these sources may have been re-classified by us for the purposes of presentation. Data
from these sources may also not be comparable.
The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends
on the readers familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which business of our Company is conducted, and
methodologies and assumptions may vary widely among different industry sources.
16
Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors.
Accordingly, investment decisions should not be based solely on such information.
Definitions
For definitions, see Definitions and Abbreviations beginning on page 3. In Main Provisions of Articles of
Association beginning on page 412, defined terms have the meaning given to such terms in the Articles of
Association. In Statement of Tax Benefits beginning on page 100, defined terms have the meaning given to such
terms in the Statement of Tax Benefits. In Financial Statements beginning on page 194, defined terms have the
meaning given to such terms in the Financial Statements.
17
FORWARD-LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain forward-looking statements. These forward-looking
statements generally can be identified by words or phrases such as aim, anticipate, believe, expect,
estimate, intend, objective, plan, project, will, will continue, will pursue, seek to or other words
or phrases of similar import. Similarly, statements that describe our Companys strategies, objectives, plans,
prospects or goals are also forward-looking statements. All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated without expectations with respect to, but not limited to, regulatory changes pertaining to the
industries in which our Company operates and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our Companys exposure to market risks, general
economic and political conditions in India which have an impact on its business activities or investments, the
monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange
rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes
in domestic laws, regulations and taxes and other changes in its industry. Certain important factors that could cause
actual results to differ materially from our Companys expectations include, but are not limited to, the following:
failure to anticipate and develop new services and enhance existing services in order to keep pace with rapid
changes in technologies and the industries we focus on;
pricing pressure due to intense competition in the market for IT services;
exchange rate fluctuations in the various currencies in which we do business;
failure to predict our revenues, expenses and profitability due to significant fluctuation in relation thereto;
dependence of our revenue to a large extent on a limited number of clients and concentration of our clients in
certain industries and geographical regions; and
failure to attract, retain and manage the transition of our management team and other skilled professionals.
For further discussion on factors that could cause the actual results to differ from the expectations, see Risk
Factors, Our Business and Managements Discussion and Analysis of Financial Condition and Results of
Operations beginning on pages 19, 119 and 296, respectively. By their nature, certain market risk disclosures are
only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or
losses could materially differ from those that have been estimated.
We cannot assure investors that the expectation reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Draft Red Herring
Prospectus and are not a guarantee of future performance. These statements are based on the managements beliefs
and assumptions, which in turn are based on currently available information. Although we believe the assumptions
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our
Company, our Directors, the Selling Shareholder, the BRLMs nor any of their respective affiliates or advisors have
any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or
to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In
accordance with the SEBI Regulations, our Company and the BRLMs will ensure that investors in India are
informed of material developments from the date of the Red Herring Prospectus until the time of the grant of listing
and trading permission by the Stock Exchanges. The Selling Shareholder will ensure that investors are informed of
material developments in relation to statements and undertakings made by the Selling Shareholder in the Red
Herring Prospectus until the time of grant of listing and trading permission by the Stock Exchanges.
18
SECTION II: RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. You should carefully consider all information in
this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in the Equity Shares. In addition, the risks set out in this section may not be exhaustive and additional
risks and uncertainties not presently known to us, or which we currently deem to be immaterial, may arise or may
become material in the future. If any one or a combination of the following risks or other risks that are not currently
known or are now deemed immaterial actually occurs, our business, prospects, results of operations and financial
condition could suffer, the trading price of the Equity Shares could decline and you may lose all or part of your
investment. Unless specified in the relevant risk factor below, we are not in a position to quantify the financial
implication of any of the risks mentioned below. Any potential investor in the Equity Shares should pay particular
attention to the fact that we are subject to extensive regulatory environments that may differ significantly from one
jurisdiction to another. In making an investment decision, prospective investors must rely on their own examinations
of us on a consolidated basis and the terms of the Offer, including the merits and the risks involved. Prospective
investors should consult their tax, financial and legal advisors about the particular consequences of investing in the
Offer. For further details, see Our Business and Managements Discussion and Analysis of Financial Condition
and Result of Operations beginning on pages 119 and 296, respectively, as well as the other financial and
statistical information contained in this Draft Red Herring Prospectus. If our business, results of operations or
financial condition suffers, the price of the Equity Shares and the value of your investments therein could decline.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus.
For further details, see Forward-Looking Statements beginning on page 18.
In this section, unless the context otherwise requires, a reference to our Company or to we, us and our
refers to Larsen & Toubro Infotech Limited and our Subsidiaries on a consolidated basis. Unless otherwise stated
or the context otherwise requires, the financial information used in this section is derived from our consolidated
Restated Financial Statements.
INTERNAL RISK FACTORS
Risks related to our Company and our industry
1. We, Group Companies, Directors and our Promoter are involved in certain legal and other proceedings.
Our Company, Group Companies, Directors, and our Promoter are currently involved in a number of legal
proceedings. These legal proceedings are pending at different levels of adjudication before various courts and
tribunals. The summary of outstanding litigation in relation to criminal matters, direct tax matters, indirect tax
matters, action by regulatory/ statutory authorities against our Company, Group Companies, Directors and our
Promoter have been set out below. In addition to the above we have disclosed the other outstanding matters
involving our Promoter and Group Companies which exceed 2,500 million and other outstanding matters
involving our Company, Directors which exceed 375 million.
Litigation against our Company
Nature of the cases No. of cases outstanding Amount involved

(in million)
Criminal matters 2 Not quantifiable
Direct tax matters 20 851.41
Indirect tax matters 30 408.25
19
(in million)
Action by regulatory/ statutory authorities Nil Nil
Other matters exceeding 375 million Nil Nil
Litigation against our Directors

(in million)
Direct tax matters Nil Nil
Indirect tax matters Nil Nil
Action by regulatory/ statutory authorities 3 Nil
Other matters exceeding 375 million Nil Nil
Litigation against our Promoter*

(in million)
Direct tax matters 34 8,264.40
Indirect tax matters 393 33,511.08
Other matters exceeding 2,500 million 2 10,617.50
* For details regarding action by regulatory/ statutory authorities against our Promoter see Outstanding Litigation and Material
Developments- Litigation involving our Promoter- Litigation against our Promoter- Actions by regulatory/ statutory authorities
on page 325.
Litigation against our Group Companies

(in million)
Direct tax matters 61 1,456.25
Indirect tax matters 116 8,412.26
Action by regulatory/ statutory authorities 1 Nil
Other matters exceeding 2,500 million 2 13,711.50
The amounts indicated above (wherever quantifiable) are approximate amounts.
For further details, see Outstanding Litigation and Material Developments beginning on page 320.
Decisions in any of the aforesaid proceedings adverse to our interests may have a material adverse effect on our
business, future financial performance and results of operations. If the courts or tribunals rule against us, Group
Companies, Directors and our Promoter, we may face monetary and/or reputational losses and may have to make
provisions in our financial statements, which could increase our expenses and our liabilities.
2. Our business will suffer if we fail to anticipate and develop new services and enhance existing services in
order to keep pace with rapid changes in technology and the industries on which we focus.
The IT services market is characterised by rapid technological changes, evolving industry standards, changing client
preferences, and new product and service introductions that could result in product obsolescence and short product
20
life cycles. Our future success will depend on our ability to anticipate these advances, enhance our existing offerings
or develop new service offerings to meet client needs, in each case, in a timely manner. We may not be successful in
anticipating or responding to these advances on a timely basis, or at all. If we do respond, the services or
technologies we develop may not be successful in the marketplace. We may also be unsuccessful in stimulating
customer demand for new and upgraded services, or seamlessly managing new service introductions or transitions.
Our failure to address the demands of the rapidly evolving IT environment, particularly with respect to emerging
technologies, and technological obsolescence, could have a material adverse effect on our business, results of
operations and financial condition. In addition, our success also depends on our ability to proactively manage our
portfolio of technology alliances.
Additionally, during the regular course of operating our business, we may adjust our future plans as a result of our
research, experience, technology evolution and market demand. Accepting unforeseen business opportunities may
also result in a business model change. We cannot guarantee that any adjustment in our future plans will become
successful or be more successful than our current business model. A shift in our plans may result in the use of other
technologies. Other technologies may in the future prove to be more efficient and/or economical to us than our
current technologies. We cannot guarantee that any change in technology will become successful or be more
successful than our current technology.
3. Intense competition in the market for technology services could affect our pricing, which could reduce our
share of business from clients and decrease our revenues and profitability.
We operate in an intensely competitive industry that experiences rapid technological developments, changes in
industry standards, and changes in customer requirements. Our competitors include large IT consulting firms,
captive divisions of large multinational technology firms, large Indian IT services firms, in-house IT departments of
large corporations, in addition to numerous smaller local competitors in the various geographic markets in which we
operate.
The technology services industry is experiencing rapid changes that are affecting the competitive landscape. We
may face competition from companies that increase in size or scope as the result of strategic mergers or acquisitions,
which may result in larger competitors with significant resources that benefit from economies of scale and scope.
These transactions may include consolidation activity among global technology majors, hardware manufacturers,
software companies and vendors, and service providers. The result of any such vertical integration may be the
greater integration of products and services and a larger portfolio of services on offer, in each case, relative to what
was previously offered by such independent vendors. Our access to such products and services may be reduced as a
result of such an industry trend and we may otherwise become disadvantaged relative to our potentially more
circumscribed service portfolio.
Such events could have a variety of negative effects on our competitive position and our financial results, including
reducing our revenue, increasing our costs, lowering our gross margin percentage, and requiring us to recognise
impairments on our assets.
If our competitors develop and implement methodologies that yield greater efficiency and productivity, they may be
able to offer services similar to ours at lower prices without adversely affecting their profit margins. Even if our
offerings address industry and client needs, our competitors may be more successful at selling their services. If we
are unable to provide our clients with superior services and solutions at competitive prices or successfully market
those services to current and prospective clients, our business, results of operations and financial condition may
suffer. In addition, some of our competitors have added offshore capabilities to their service offerings. These
competitors may be able to offer their services using the offshore and onsite model more efficiently than we can
through our global delivery model. For further details, see Our Business Global Delivery Model from pages 133
to 134. Further, a client may choose to use its own internal resources rather than engage an outside firm to perform
the types of services we provide. We cannot be certain that we will be able to sustain our current levels of
profitability or growth in the face of competitive pressures, including competition for skilled technology
professionals and pricing pressure from competitors employing an on-site/ offshore business model.
We may face competition in countries where we currently operate, as well as in countries in which we expect to
expand our operations and may have limited or no experience. We also expect additional competition from
technology services firms with current operations in other countries and regions, such as China, the Philippines,
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Eastern Europe and Latin America, which have competitive cost structures. Many of our competitors have
significantly greater financial, technical and marketing resources, generate greater revenues, have more extensive
existing client relationships and technology partners and have greater international brand recognition than we do.
We may be unable to compete successfully against these competitors, or may lose clients to these competitors. There
is a risk that increased competition could put downward pressure on the prices we can charge for our services and on
our operating margins. Additionally, we believe that our ability to compete also depends in part on factors outside of
our control, such as the price at which our competitors offer comparable services, and the extent of our competitors'
responsiveness to their clients needs.
4. Our revenues, expenses and profitability may be subject to significant fluctuation and hence may be difficult
to predict. This increases the likelihood that our results of operations could fall below the expectations of
investors and market analysts, which could cause the market price of the Equity Shares to decline.
Our revenues, expenses and profitability are likely to vary significantly in the future from period to period.
Factors which result in fluctuations in our revenues, expenses and profits include:
the size, complexity, timing, pricing terms and profitability of significant contracts, as well as changes in
the corporate decision-making processes of our clients;
the business or financial condition of our clients or the economy generally, or any developments in the IT
sector in macro-economic factors, which may affect the rate of growth in the use of technology in business,
type of technology spending by our clients and the demand for our services;
the high concentration of orders in a limited number of countries, particularly the United States and the
concentration of orders in certain industries;
the seasonal changes that may affect the mix of services we provide to our clients or the relative proportion
of revenue;
fluctuations in exchange rates;
the effect of increased wage pressure in India and other countries in which we operate;
the size and timing of our facilities expansion;
the proportion of projects that are performed at clients sites compared to work performed at offshore
facilities;
our ability to expand sales to our existing customers and increase sales of our services to new customers, of
whom some may be reluctant to change their current IT systems due to the high costs already incurred on
implementing such systems and/or the potential disruption it would cause with personnel, processes and
infrastructures; and
our ability to forecast accurately our clients demand patterns to ensure the availability of trained
employees to satisfy such demand.
A significant portion of our total operating expenses, particularly expenses related to personnel and facilities, are
fixed in advance of any period. As a result, unanticipated variations in the size and scope of projects, as well as
unanticipated cancellations, contract terminations or the deferral of contracts or changes occurring as a result of our
clients reorganising their operations, or unanticipated variations in the number and timing of projects or employee
utilisation rates, or the accuracy of estimating resources required to complete ongoing projects, may cause
significant variations in operating results in any particular period. In addition, demands for higher compensation
could lead to employee disputes and, potentially, work stoppages or slowdowns.
As a result, unanticipated variations to our projects in the manner and with the effects as mentioned above may
cause significant variations in our results of operations in any particular quarter. Our pricing remains competitive
and clients remain focused on cost reduction and capital conservation and cost management limitations may not be
sufficient to negate pressure on pricing and utilisation rates. We may not be able to sustain our historical levels of
profitability.
Therefore, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful
and should not be relied upon as indications of future performance. It is indeed possible that in the future some of
our periodic results of operations may be below the expectations of investors and market analysts, and the market
price of the Equity Shares could decline.
22
5. Exchange rate fluctuations in various currencies in which we do business could negatively impact our
business, financial condition and results of operations.
Although our reporting currency is in Rupees, we transact a significant portion of our business in several other
currencies, primarily USD and Euro. Approximately 95.8% and 95.3% of our revenue from operations in Financial
Year 2015 and Financial Year 2014, respectively, were derived from sales outside of India. However, a large portion
of our costs are in Rupee. The exchange rate between the Rupee and foreign currencies has fluctuated significantly
in recent years and may continue to fluctuate in the future. Any significant appreciation of the Rupee against foreign
currencies in which we do business can fundamentally affect our competitiveness in the long-term. As our financial
statements are presented in Rupees, such fluctuations could have a material impact on our reported results. Our
clients generally demand that all risks associated with such fluctuations are borne by us.
We undertake hedging strategies to mitigate exchange rate risk relating to our foreign currency exposure. As of
March 31, 2015, we had outstanding forward contracts with notional amount of 58,584 million and outstanding
unhedged foreign currency receivables, including firm commitments and highly probable forecast transactions, of
30,013 million, and outstanding unhedged foreign currency payables, including firm commitments and highly
probable forecast transactions, of 24,475 million. We have incurred indebtedness in currencies other than in Rupee
in the form of external commercial borrowings and may incur further such indebtedness in the future, which creates
foreign currency exposure in respect of our cash flows and ability to service such debt. As mentioned above, the
exchange rate between the Rupees and foreign currencies has fluctuated significantly in recent years and is likely to
continue fluctuating in the future. If the value of the Rupee declines, the size of our debt and interest expenses in
currencies other than Rupees may increase. This will adversely impact our net income. We also experience other
market risks, including changes in the interest rates related to our borrowings. We use derivative financial
instruments to reduce or mitigate these risks where possible. However, if our strategies to reduce market risks
(including through the use of derivative instruments) are not successful, our business, financial condition and results
of operations may be harmed.
6. Our revenues are highly dependent on clients primarily located in North America and Europe, as well as on
clients concentrated in certain industries, notably banking and financial services, insurance, energy and
process, and consumer packaged goods, retail and pharmaceuticals; therefore, an economic slowdown or
factors that affect the economic health of North America, Europe or these industries could adversely affect
our business, financial condition and results of operations.
In Financial Year 2015, 68.6% and 17.9% of our revenue from continuing operations were derived from our North
America and Europe segments, respectively. If the economy in North America or Europe is or becomes volatile or
uncertain or conditions in the global financial market were to deteriorate, if there are any changes in laws applicable
to us, or if any restrictive conditions are imposed on us or our business, or if the values of the currencies in which we
do business decline, pricing of our services may become less favourable for us and our clients located in these
geographies may reduce or postpone their technology spending significantly. Reduced spending on IT services may
lower the demand for our services and negatively affect our revenues and profitability.
Further, we are exposed to certain risks due to concentration of clients in certain key industries, notably banking and
financial services, insurance, energy and process, and consumer packaged goods, retail and pharmaceuticals, which
represented 27.1%, 20.0%, 16.2% and 9.3%, respectively, of our revenue from continuing operations in Financial
Year 2015. Any significant decrease in the revenues or revenue growth of any one of these industries, or
widespread changes in any such industry, may reduce or alter the demand for our services and adversely affect our
revenue and profitability. Further, any significant consolidation within the industries in which our clients operate
may consequently affect our clients ability in that industry to continue using our services.
7. Challenges in relation to immigration may affect our ability to compete for, and provide services to, clients
in the United States and/or other countries, partly because we may be required to hire locals instead of using
our existing work force, which could result in lower profit margins, delays in, or losses of, client
engagements and otherwise adversely affect our ability to meet our growth, revenue and profit projections.
We cannot assure you that we will not be subject to penalties in relation to employment visa violations in the
future.
Our employees who work onsite at client facilities or at our facilities in the United States on temporary or
23
extended assignments typically must obtain visas. If United States immigration laws change and make it more
difficult for us to obtain non-immigrant visas (i.e., H-1B and L-1 visas) for our employees, our ability to
compete for and provide services to our clients in the United States could be impaired. In response to past
terrorist attacks in the United States, the USCIS and the U.S. Department of State have increased their level of
scrutiny in reviewing visa applications and work petitions and have decreased the number of such visas
granted. Immigration laws in the United States and in other countries are subject to legislative changes, as well
as to variations in the standards of application and enforcement due to political forces and economic
conditions. It is difficult to predict the political and economic events that could affect immigration laws, or the
restrictive impact they could have on obtaining or reviewing work visas for our technology professionals,
despite the fact that there may be ongoing shortages of such professionals in some of the countries in which we
do business.
The United States is currently considering further restrictive immigration reforms, which may have a
substantial impact on our business model and practices, costs, hiring practices or capacity to complete client
projects and which may result in an increase in the cost of us doing business in the United States as a result of
having to recruit more local United States employees or paying higher wages to deputed personnel. We cannot
be certain that we will continue to be able to obtain any or a sufficient number of H-1B and L-1 visas for our
employees on the same timeframe as we currently maintain.
Besides the United States, immigration laws in other countries in which we seek to obtain visas or work
permits may require us to meet certain other legal requirements as conditions to obtaining or maintaining entry
visas, such as maintaining a defined ratio of local to foreign employees. The inability of project personnel to
obtain necessary visas or work permits could delay or prevent our fulfilment of client projects, which could
hamper our growth and cause our revenue and/or profits to decline.
Similarly, certain countries and organisations have expressed concerns about a perceived connection between
outsourcing to offshore locations and the loss of jobs domestically. With high domestic unemployment levels
in many countries and increasing political and media attention on the outsourcing of services internationally by
domestic corporations, there have been concerted efforts in many countries to enact new laws to restrict
offshore outsourcing or impose restrictions on companies that outsource. For example, periodically, restrictive
outsourcing legislation has been considered by federal and state authorities in the United States. In the event
that any of these measures become law, our ability to do business in these jurisdictions could be adversely
impacted, which, in turn, could adversely affect our revenues and profitability. Moreover, from time to time,
negative experiences associated with offshore outsourcing, such as theft and misappropriation of sensitive
client data, have been publicised, including reports involving service providers based in India. Our current or
prospective clients may elect to perform certain services themselves or may be discouraged from transferring
services from onshore to offshore service providers to avoid harmful publicity or any negative perceptions that
may be associated with using an offshore service provider. Any slowdown or reversal of existing industry
trends towards offshore outsourcing would seriously harm our ability to compete effectively with competitors
that provide services from within the countries in which our clients operate.
To the extent we experience delays due to immigration restrictions, we may encounter client dissatisfaction,
project and staffing delays in new and existing engagements, project cancellations, project losses, higher
project costs and loss of revenue, resulting in decreases in profits and a material adverse effect on our business,
results of operations, financial condition and cash flows. Due to these immigration delays, we may also need to
perform more work onsite, or hire more resources locally, thus reducing our gross margins and overall
profitability.
In the past, we have been subject to penalties in relation to employment visa violations. While we aim to
comply with applicable law and have established procedures in relation thereto, including in relation to
employment visa compliance, given the nature of our business, we cannot assure you that we will not be
subject to such penalties in the future, which could adversely affect our business, financial condition and
results of operations.
8. Our pricing structures do not accurately anticipate the cost and complexity of performing our work and if
we are unable to manage costs successfully, then certain of our contracts could be or become unprofitable.
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We negotiate pricing terms with our clients utilising a range of pricing structures and conditions. Depending on the
particular contract, we may use time-and-materials pricing, pursuant to which we typically invoice on a monthly
basis for the services that we provide to our client. We also enter into fixed-price arrangements, pursuant to which
we provide a defined scope of work over a fixed timeline for a capped fee. In certain instances, we enter into time-
and-materials pricing arrangements, but with the inclusion of fixed-price elements for certain specified services. In
Financial Year 2015, 59.7% and 40.3% of our service revenue from continuing operations were on a time-and-
materials and fixed-price basis, respectively.
Our ability to improve or maintain our profitability is dependent on managing our costs successfully. Our cost
management strategies include maintaining appropriate alignment between the demand for our services and our
resource capacity, optimising the costs of service delivery through business process digitalisation and deployment of
tools, and effectively leveraging our sales and marketing and general and administrative costs. We also have to
manage additional costs to replace solutions or services in the event our clients are not satisfied in relation thereto
and believe we have failed to properly understand their needs and develop solutions accordingly. Our pricing
structure is highly dependent on our internal forecasts and predictions about our projects and the potential demand
for our projects and services by our clients, which might be based on limited data and could be inaccurate. Although
we use our specified software engineering processes and rely on our past project experience to reduce the risks
associated with estimating, planning and performing fixed-price projects, we bear the risks of cost overruns,
completion delays and wage inflation in connection with these projects. We have taken actions to reduce certain
costs, including increasing productivity from fixed costs such as better utilisation of existing facilities, investing in
business process digitalisation and relocating non-client-facing employees to lower-cost locations. There is no
guarantee that these, or other cost-management efforts, will be successful, that our efficiency will be enhanced, or
that we will achieve desired levels of profitability.
If we do not accurately estimate the resources required, costs and timing for completing projects, future rates of
wage inflation and currency exchange rates, or if we fail to complete our contractual obligations within the
contracted timeframe, our contracts could prove unprofitable for us or yield lower profit margins than anticipated.
There is a risk that we will underprice our contracts, fail to accurately estimate the costs of performing the work or
fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs,
or wide fluctuations compared to our original estimates or delays, or unexpected risks we encounter in connection
with the performance of this work, including those caused by factors outside of our control, could make these
contracts less profitable or unprofitable, which could adversely impact our profit margin.
9. Some of our client contracts contain benchmarking and most favoured customer provisions which, if
triggered, could result in lower contractual revenues and profitability in the future.
Some of our client contracts contain benchmarking and most favoured customer provisions. The benchmarking
provisions allow a customer in certain circumstances to request a study prepared by an agreed-upon third party,
typically an industry expert, comparing our pricing, performance and efficiency gains for delivered contract services
against the comparable services of an agreed-upon list of other service providers. Based on the results of the
benchmark study and depending on the reasons for any unfavourable variance, we may be required to reduce our
pricing for future services or to improve the quality of services to be performed for the remainder of the contract
term or impose higher service levels, which could have an adverse impact on our revenues and results. Most
favoured customer provisions require us to give existing customers updated terms in the event that we enter into
more competitive agreements with certain other customers for similar services, which limits our ability to freely
enter into agreements and could have an adverse impact on our revenues and results.
10. Our Company has amended the ESOP Scheme 2000 and changed the vesting schedule and exercise period
of options and has exercised discretion with respect to the vesting of certain deferred options; any of these
actions may result in claims under the Existing Employee Stock Option Plans that may adversely impact our
reputation, business, financial condition and results of operations.
In terms of the ESOP Scheme, 2000, the granting and vesting of options to employees is not automatic but at the
discretion of the management of our Company. Further, the ESOP Scheme, 2000 also allowed our Company to
decide the vesting and subsequent exercise dates for the options granted thereunder. Our Company has amended the
ESOP Scheme, 2000, from time to time to, inter-alia, defer the vesting of options granted under the ESOP Scheme,
2000 until the date of the IPO and provided that our Company can fix the first exercise date prior to the date of its
25
initial public offering. For further details on our employee stock option plans, see Capital Structure beginning on
page 81.
Certain of our former employees have raised queries in relation to the vesting and exercise of options, eligibility
letters, grant letters and intimation about amendments made to the ESOP Scheme, 2000. Further, one of our former
employees has raised a claim for vesting and exercise of certain number of options and another former employee has
issued a legal notice for certain claims in relation to options granted to him. Our Company is addressing these
claims and notices and there can be no assurance that these will be satisfactorily resolved. For further details, see
Outstanding Litigation and Material Development beginning on page 320. In the event that former or current
employees raise any further queries, issue notices, make claims or initiate litigation in relation to any matter
pertaining to the Existing Employee Stock Option Plans, our Company may have to spend management time and
incur costs in addressing these queries, notices, claims and litigation.
As of the date of the Draft Red Herring Prospectus, no equity shares have been issued by our Company pursuant to
the Existing Employee Stock Option Plans. Pursuant to the terms of the Existing Employee Stock Option Plans, our
Company has determined September 28, 2015 as the First Exercise Date and will issue letters to its eligible
employees for the exercise of options within two months from the effective date of each letter.
In terms of the ESOP Scheme, 2000, upon resignation, the employee will be allowed to exercise only options vested
prior to his or her resignation. Accordingly, our Company has lapsed unvested options with the employees who
have resigned from our Company. For the purposes of vesting and exercise of deferred options by former
employees in one jurisdiction, based on legal advice our Company has exercised its discretion in determining that
the former employees in this jurisdiction will be allowed to exercise their deferred options and accordingly, our
Company has re-instated options exercisable by such former employees. However, with respect to former
employees in other jurisdictions, our Company has exercised its discretion to not to issue deferred options to the
former employees in such jurisdictions. These former employees may raise any queries, issue notices, make claims
or initiate litigation and our Company may have to spend management time and incur costs in addressing these
queries, notices, claims and litigation.
Additionally, the option holders, who are allowed to exercise the options, may not have sufficient financial resources
to pay the grant price for the exercise of options. There could also be significant tax, levies and other financial
obligations on the option holders upon the exercise of options and the employees may face difficulties in exercising
the options. There could also be tax related obligations on our Company relating to withholding tax and other claims
and levies outside India including any tax liabilities which are not paid by the option holders on account of
deferment or any claims in this regard. Further, whilst we have maintained records of our former employees, there is
no assurance that we will be able to locate all our eligible former employees and options will be exercised within the
specified time period. In such cases, we may be required to explore alternate options to ensure that the interests of
such former employees are protected and they are able to exercise their options when they approach our Company.
Pursuant to the Existing Employee Stock Option Plans, our Company has granted options to its employees in India
and other jurisdictions between April 2001 and April 2010. As of the date of the Draft Red Herring Prospectus, our
Company had, on a post-split basis, 5,220,910 options vested and outstanding to a total of 466 former employees
and 3,913,894 options vested and outstanding to a total of 265 present employees. Our Company is required to
comply with applicable laws and regulations in various jurisdictions in the world where its present and former
employees are located (including India and the U.S) in relation to the stock option plans and the grant, vesting and
issue of stock options and equity shares, including complying with private placement, foreign exchange,
employment and taxation laws and regulations. There can be no assurance that our Company has been and will be
able to comply with the applicable laws and regulations (including any filing, registration, notice and other
compliance requirement) of these jurisdictions. Our Company obtained shareholders approval under the Companies
Act, 1956 for the issue and allotment of equity shares under the Existing Employee Stock Option Plans. The
Companies Act, 2013 has become effective after the grants were made and before issue and allotment of Equity
Shares to our former and current employees. The regulatory authorities may take the view that Sections 42 and 62 of
the Companies Act, 2013 are applicable to the allotment of Equity Shares pursuant to exercise of options and impose
penalties or take other adverse action against our Company in the future.
Any of the above issues and any other issues under our stock options plans may divert management time, cause us to
26
incur costs and adversely affect our reputation, business, financial condition and results of operations.
11. Our revenue depends to a large extent on a limited number of clients, and our revenue could decline if we
lose a major client.
We currently derive a significant portion of our revenue from a limited number of corporate clients. The loss of a
major client or a significant reduction in the services performed for a major client could result in a significant
reduction of our revenue. Significant pricing or margin pressure exerted by our large clients would also adversely
affect our business, financial condition and results of operations. Our largest client accounted for 14.1%, 13.1% and
16.3%, of our revenue from continuing operations in Financial Years 2015, 2014 and 2013, respectively. Our ten
largest IT services clients accounted for approximately 50.5%, 47.5% and 48.5% of our revenue from continuing
operations in Financial Year 2015, 2014 and 2013, respectively. The volume of work we perform for specific clients
may vary from year to year, particularly since we typically are not the exclusive external IT service provider for
these clients. Thus, any major client during one year may not provide the same level of revenue in a subsequent
year. Our large clients may terminate their work orders with us, with or without cause, and with or without notice, at
any time, and our other major clients may terminate their contracts with us at their discretion, with notice. If any one
or more of our work orders or client contracts are terminated, our revenue and profitability could be materially and
adversely affected.
There are a number of factors, other than our service performance, that could cause the loss of a client, such as a
reduction in our clients IT budgets due to macroeconomic factors or otherwise, shifts in corporate priorities and
political or economic factors or changes in their outsourcing strategies such as moving to client in-house IT
departments. There is significant competition for the services we provide and we are typically not an exclusive
service provider to our large clients. Further, our client agreements do not provide for any minimum purchase
requirements from our major clients while a given client may view our profit margins as high and demand a
reduction in pricing terms. These factors may not be predictable or under our control. If we were to lose one of our
major clients or have a significantly lower volume of business from them, our revenue and profitability could be
reduced. We cannot assure you that our large clients will not terminate their arrangements with us or significantly
change, reduce or delay the amount of services ordered from us, any of which would reduce our revenues.
12. Wage increases in India may diminish our competitive advantage against companies located in the United
States and Europe and may reduce our profit margins.
Our wage costs in India have historically been lower than wage costs in the United States and Europe for
comparably skilled employees, and this has been one of our competitive advantages. However, wage increases in
India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We
may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless
we are able to continue to increase the efficiency and productivity of our employees over the long term, wage
increases may reduce our profit margins. Furthermore, increases in the proportion of employees with less
experience, or sources of talent from other low cost locations could also negatively affect our profits.
13. Our profitability could suffer if we are not able to maintain favourable employee utilisation.
Our profitability and the cost of providing our services are affected by the utilisation of our employees. We define
utilisation as an individuals full time equivalent hours divided by total billable full time employment hours, with
such total billable hours being in respect of a given project. In Financial Year 2015, 2014 and 2013, the utilisation of
our employees (excluding trainees) was 75.8%, 73.6% and 71.9%, respectively. If we are not able to maintain high
employee utilisation, our profit margin and profitability may suffer. Our utilisation rates are affected by a number of
factors, including:
loss or reduction of business from clients;

our ability to transition employees from completed projects to new assignments and to hire and integrate
new employees;
maintaining effective oversight over personnel and offices;
our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of
our geographies and workforces;
our ability to obtain visas for employees on time, or at all;
27
our ability to manage attrition; and
our need to devote time and resources to training, professional development and other non-chargeable
activities.
Our revenue could also suffer if we misjudge demand patterns and do not recruit sufficient employees to satisfy
demand. Employee shortages could prevent us from completing our contractual commitments in a timely manner
and potentially cause us to pay penalties or lose contracts or clients.
14. Our success depends in large part upon the strength of our management team and other highly skilled
professionals. If we fail to attract, retain and manage transition of these personnel, our business may be
unable to grow and our revenue could decline.
The continued efforts of the senior members of our management team and other highly skilled professionals are
critical to our success. Our ability to execute project engagements and to obtain new clients depends in large part on
our ability to attract, train, motivate and retain highly skilled professionals, especially senior management personnel,
senior technical personnel, project managers and software engineers.
The attrition rates of our employees globally for Financial Years 2015, 2014 and 2013 were 19.5%, 13.2% and
12.3%, respectively. If we cannot hire and retain additional qualified personnel, our ability to bid on and obtain new
projects and to continue to expand our business will be impaired and our revenue could decline. We believe that
there is significant competition within our industry for professionals with the skills necessary to perform the services
we offer, particularly in the locations in which we have operations. We may not be able to hire and retain enough
skilled and experienced employees to replace those who leave. Increasing competition for technology professionals
may also impact our ability to retain personnel. Changes in government policies may also affect our ability to attract,
hire and retain personnel. Additionally, we may not be able to reassign or train our employees to keep pace with
continuing changes in technology, evolving standards and changing client preferences. Furthermore, our ability to
attract and retain highly skilled professionals is dependent on the compensation we offer them. If we are unable to
offer them higher compensation, we may be unable to attract or retain them. Our business, financial condition and
results of operations could be adversely affected if we are unable to manage employee hiring and attrition to achieve
a stable and efficient workforce structure.
15. Any inability to manage our growth could disrupt our business and reduce our profitability.
Our business has grown over the years as has the number of employees that we employ. We expect such growth to
continue and that it will place significant demands on our management team and other resources. This will require
us to continue to develop and improve our administrative, operational, financial, systems and other internal controls.
As a result of our growing operations, we face and expect to continue to face challenges such as:
maintaining an effective internal control system and properly training employees to mitigate the risk of
individuals engaging in unlawful or fraudulent activity or otherwise exposing us to unacceptable business
risks;
adhering to and further improving our service standards;
maintaining high levels of client satisfaction;
successfully expanding the range of services offered to our clients;
developing and improving our internal administrative infrastructure, particularly our financial, operational,
communications and other internal systems, including data management in our IT applications and
management information systems;
our significant investments in recent years and going forward to keep pace with technological changes, i.e.,
digital solutions, achieving delayed or lower than expected benefits;
preserving our culture, values and entrepreneurial environment;
assimilating and integrating disparate IT systems, personnel and employment practices, and operations of
acquired companies (if any);
recruiting, training and retaining sufficient skilled technical, marketing and management personnel;
loss of our current market share as a result of low barriers of entry in the IT industry, which may result in
increased competition from entities that are able to offer cheaper and as such, potentially more attractive
services;
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managing our procurement, supply chain and vendor management processes;
co-activating work among off-shore and on-site and project teams and maintaining high resource utilisation
rates; and
integration of any acquisition made by us.
Moreover, the costs involved in entering and establishing ourselves in new and emerging markets, and expanding
such operations, may be higher than expected and we may face significant competition in these regions. We may
also face additional risks in setting up operations in new and emerging markets in which we have no prior operating
history or have no experience of conducting business.
Emerging markets, including Africa, Eastern Europe and the Middle East, are subject to greater risks than more
developed markets. The Middle East region is experiencing ongoing instability, which has affected our growth
therein. The political, economic and market conditions in many emerging markets present risks that could make it
more difficult to operate our business successfully and expand into emerging markets. These risks include:
political, social and economic instability, including wars, acts of terrorism, guerilla activities, insurrection,
political unrest, boycotts, sanctions and business restrictions;
the macroeconomic climate, including high rates of inflation;
any downgrading of the sovereign debt ratings of the countries in which we operate by an international
rating agency;
foreign exchange rate fluctuations, the imposition of currency controls and restrictions on the right to
convert or repatriate currency or export assets;
nationalisation or other expropriation of private enterprises and land;
international business practices that may conflict with other customs or legal requirements to which we are
subject, including anti-bribery and anti-corruption laws;
protectionist and other adverse public policies, including local content requirements, import/export tariffs,
increased regulations or capital investment requirements;
a lack of well-developed legal systems which could make it difficult for us to enforce our contractual rights
and an inability to obtain, maintain or enforce intellectual property rights;
logistical and communications challenges;
difficulty in developing any necessary partnerships with local businesses on commercially acceptable terms
and/or a timely basis;
difficulties in staffing (including attracting and retaining qualified technical and other personnel), managing
operations and ensuring the safety of our employees;
greater risk of uncollectable accounts and longer collection cycles;
being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty
enforcing contractual agreements or judgments in foreign legal systems or incurring additional costs to do
so; and
introduction or changes to indigenisation and empowerment programmes.
Our inability to manage our expansion and related growth in these new and emerging markets or regions may have
an adverse effect on our business, results of operations and financial condition.
16. We may face difficulties in providing end-to-end business solutions for our clients that could cause clients to
discontinue their work with us, which, in turn, could adversely impact our business, financial condition and
results of operations. We may also be required to pay damages for deficient services or for violating
intellectual property rights.
As we have increased the breadth of our service offerings, we have engaged in larger and more complex projects
with our clients. This requires us to establish closer relationships with our clients, develop a thorough understanding
of their operations, and take higher commercial risks in our contracts with such clients, including penalty clauses in
our agreements and larger upfront investments. Our ability to establish such relationships will depend on a number
of factors, including the proficiency of our IT professionals and our management personnel. Our failure to
understand and successfully implement our clients requirements, the domain and country-specific laws and
regulations which govern the services that we provide, or our failure to deliver services which meet the requirements
specified by our clients, could result in termination of client contracts, reputational harm and/or imposition of
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penalties or the payment of damages pursuant to litigation against us for deficient services. We may also be subject
to damages for violating or misusing our clients intellectual property rights or for breaches of third-party
intellectual property rights or confidential information in connection with services to our clients. Furthermore, our
contracts often contain provisions pursuant to which we indemnify our clients for such third-party breaches of
intellectual property pursuant to our contracts. Our inability to provide services at contractually-agreed service levels
or inability to prevent violation or misuse of the intellectual property of our clients or that of third parties could
cause significant damage to our reputation and adversely affect our business, financial condition and results of
operations. Additionally, all of our contracts with our major clients are governed by foreign laws. Consequently, we
may incur higher costs of litigation in relation to such contracts. Further, we may incur additional costs in remedying
any deficient service that we may provide (if any). Additionally, we may experience financial losses in contracts
which are based on assumptions which are not realised. We may also be subject to loss of clients due to dependence
on alliance partners, subcontractors or third party vendors.
Many of our contracts also require us to indemnify the clients if the services levels set out in the contracts are not
met or maintained. Third-party providers of software that we license may subject us to claims or litigation to seek
damages for violating their licenses and intellectual property rights which could require us to pay damages, enter
into expensive license arrangements or modify our products and services. We may also face litigation or incur
additional fees and be required to pay damages for violating contractual terms, misuse or excessive use of our
license to intellectual property rights, which could cause significant damage to our reputation and adversely affect
Larger projects may involve multiple engagements, stakeholders, components or stages, and there is a risk that a
client may choose not to retain us for subsequent stages or may cancel or delay subsequent planned engagements.
Dissatisfied clients might seek to terminate existing contracts prior to the completion of the services or relationship.
This may further damage our business by affecting our ability to compete for new contracts with current and
prospective clients. We may also experience terminations, cancellations or delays as a result of the business or
financial condition of our clients or the economy generally, as opposed to factors related to the quality of our
services. Such cancellations or delays make it difficult to plan for project resource requirements and inaccuracies in
such resource planning may have a negative impact on our business, financial condition and results of operations. In
addition, such projects may involve multiple parties in the delivery of services and require greater project
management efforts, which may increase our costs and adversely affect our results of operations.
17. If we are unable to collect our dues and receivables from, or invoice our unbilled services to, our clients, our
results of operations and cash flows could be adversely affected.
Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for
work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short
cycles. We maintain provisions against receivables and unbilled services. Actual losses on client balances could
differ from those that we currently anticipate and as a result we might need to adjust our provisions. There is no
guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as a
potential credit crisis in the global financial system, could also result in financial difficulties for our clients,
including limited access to the credit markets, insolvency or bankruptcy. Such conditions could cause clients to
delay payment, request modifications of their payment terms, or default on their payment obligations to us, all of
which could increase our receivables. Timely collection of fees for client services also depends on our ability to
complete our contractual commitments and subsequently bill for and collect our contractual service fees. If we are
unable to meet our contractual obligations, we might experience delays in the collection of, or be unable to collect,
our client balances, and if this occurs, our results of operations and cash flows could be adversely affected. In
addition, if we experience delays in billing and collection for our services, our cash flows could be adversely
affected.
18. If there is a change in tax regulations, our tax liabilities may increase and thus adversely affect our
financial position and results of operations. We would indeed realise lower tax benefits if the special tax
holiday scheme for units set up in special economic zones is substantially modified.
Taxes and other levies imposed by the central or state governments in India that affect our industry include customs
duties, excise duties, value added tax, income tax, service tax and other taxes, duties, surcharges and cess introduced
from time to time. The central and state tax scheme in India is extensive and subject to change from time to time.
30
Any adverse changes in any of the taxes levied by the central or state governments may adversely affect our
competitive position and profitability. Currently, we claim certain tax benefits under the Income Tax Act, relating to
various business activities, which decrease our overall effective tax rates. There can be no assurance that these tax
incentives will continue to be available to us in the future. The non-availability of these tax incentives could
adversely affect our financial condition and results of operations.
Currently, we qualify for a deduction from taxable income on profits attributable to our status as an exporter from
SEZs or from the operation of units located in SEZs. The tax deduction for the export of software development
services from SEZs is available for 15 years, commencing from the year in which the SEZ commences its
operations. The tax deduction for a unit in a SEZ is equal to 100% of profits from the export of services for the first
five years from the commencement of operations in the SEZ, and thereafter is equal to 50% of profits from the
export of services for a subsequent period of five years, and 50% for the remaining five years subject to meeting
specified re-investment conditions and earmarking of specified reserves in the last five years. These tax benefits will
not be available if our operations are no longer located in a SEZ, or if we fail to comply with the conditions
specified under the SEZ Rules, 2006 or the Income Tax Act. As per the SEZ Rules, 2006, SEZ units are required to
generate positive net foreign exchange within five years of the commencement of our operations in the SEZ. If we
fail to generate positive net foreign exchange within five years, or thereafter fail to maintain it, we will be subject to
penalties under the Indian Foreign Trade (Development and Regulation) Act, 1992 or the Indian Foreign Trade Act,
1992. The maximum penalty that may be imposed is equal to five times the gross value of the goods and services
that we purchase with duty exemptions. We are subject to a MAT at a fixed rate as prescribed from time-to-time on
our net profits as adjusted by certain prescribed adjustments. Where any tax is paid under MAT, such tax will be
eligible for adjustment against regular income tax liability computed under the Income Tax Act, for the following
ten years as MAT credit. We cannot assure you that the Indian central government will continue these special tax
exemptions or that we will continue to qualify for such tax benefits and other incentives. If we no longer receive
these tax benefits and other incentives, or if the MAT rate of taxation is increased, our financial results may be
adversely affected.
The Government has proposed two major reforms in Indian tax laws, namely the goods and services tax, and
provisions relating to GAAR. As regards the implementation of the goods and service tax, the Government has
proposed that it will be applicable on or after April 1, 2016. The goods and services tax would replace the indirect
taxes on goods and services, such as central excise duty, service tax, customs duty (excluding basic customs duty),
central sales tax, state VAT, entertainment tax, luxury tax, purchase tax and surcharge currently being collected by
the central and state governments. As regards GAAR, the provisions have been introduced in the Finance Act, 2012
and will apply (as per the Finance Act, 2015) in respect of any assessment year beginning on or after April 1, 2018.
The GAAR provisions intend to catch arrangements declared as impermissible avoidance arrangements, which
includes any arrangement, the main purpose or one of the main purposes of which is to obtain a tax benefit and
which satisfies at least one of the following tests: (i) creates rights, or obligations, which are not ordinarily created
between persons dealing at arms length; (ii) results, directly or indirectly, in misuse, or abuse, of the provisions of
the Income Tax Act; (iii) lacks commercial substance or is deemed to lack commercial substance, in whole or in
part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona fide
purposes. If GAAR provisions are invoked, then the tax authorities have wide powers, including denial of tax
benefit or a benefit under a tax treaty. As the taxation system is intended to undergo significant overhaul, its
consequent effects on our Company cannot be determined at present and there can be no assurance that such effects
would not adversely affect our Companys business and future financial performance.
19. Any increase in or realisation of our contingent liabilities could adversely affect our financial condition.
As of March 31, 2015, our Restated Financial Statements disclosed and reflected the following contingent liabilities:
Amount
Particulars (in million)
Income tax liability that may arise in respect of our Company, which is currently subject to 1,167.47
an appeal ...................................................................................................................................
Corporate guarantee given on behalf of our Subsidiaries ......................................................... 5,395.70
Service tax refund disallowed, in respect of which our Company is in the process of filing an 4.52
appeal ........................................................................................................................................
Sales tax liability, in respect of which our Company is in appeal ............................................. 1.28
31
Legal notice served by a vendor for unpaid dues, disputed by our Company ........................... 0.02
Total ......................................................................................................................................... 6,568.99
For further details of certain matters which comprise our contingent liabilities, see Financial Statements beginning
on page 194.
If at any time we are compelled to realise all or a material proportion of these contingent liabilities, it would have a
material and adverse effect on our business, financial condition and results of operations.
20. Our business is based on the trust and confidence of our customers and any damage to that trust and
confidence whether in relation to our personnel or our brand may materially and adversely affect our
business, future financial performance and results of operations.
We are dedicated to earning and maintaining the trust and confidence of our customers, and we believe that the good
reputation created thereby, and inherent in the Larsen & Toubro or the L&T brand name, is essential to our
business. As such, any damage to our reputation, or that of the Larsen & Toubro or the L&T brand name, could
substantially impair our ability to maintain or grow our business. In addition, any action on the part of any of the
companies in the L&T group that negatively impacts the Larsen & Toubro or the L&T brand could have a
material adverse effect on our business, financial condition and results of operations. In the past, fraudsters have sent
out invites for recruitment for our Company and have collected money from applicants. Such incidents of fraud may
harm our reputation and could materially and adversely affect our business and reputation. For further details, see
Outstanding Litigation and Material Developments - Litigation involving our Company - Litigation filed by our
Company Criminal matters on page 322.
21. Adverse changes to our relationships with key alliance partners could adversely affect our revenues and
We have alliances with companies whose capabilities complement our own. A significant portion of our service
offerings are based on technology or software provided by our alliance partners. The priorities and objectives of our
alliance partners may differ from ours. As most of our alliance relationships are non-exclusive, our alliance partners
are not prohibited from competing with us or aligning more closely with our competitors. In addition, our alliance
partners could experience reduced demand for their technology or software, including in response to changes in
technology, which could lessen related demand for our services. If we do not obtain the expected benefits from our
alliance relationships for any reason, we may be less competitive, our ability to offer attractive service offerings to
our clients may be negatively affected, and our revenues and results of operations could be adversely affected.
22. We may be liable to our clients for damages caused by system failures, disclosure of confidential
information or data security breaches, which could harm our reputation and cause us to lose clients.
Many of our contracts involve projects that are critical to the operations of our clients businesses and provide
benefits to our clients that may be difficult to quantify. Any failure in a clients system could result in a claim for
substantial damages against us, regardless of our responsibility for such failure. In addition, we often have access to,
or are required to collect and store, confidential client data. We face a number of threats to our data centres and
networks such as unauthorised access, security breaches and other system disruptions. It is critical to our business
that our infrastructure remains secure and is perceived by customers to be secure.
We seek to rely on encryption and authentication technology licensed from third parties to provide the security and
authentication necessary to effect secure online transmission of confidential client information. Despite our security
measures, advances in computer capabilities, new discoveries in the field of cryptography or other events or
developments may result in a compromise or breach of the algorithms that we use to protect sensitive customer
transaction data. Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved
dissemination of confidential customer data could expose us, our customers or the individuals affected to a risk of
loss or misuse of this information, or cause interruptions in our operations. We may be required to expend
significant capital and other resources to protect against such security breaches, to alleviate problems caused by or to
investigate such breaches, all of which could subject us to liability, damage our reputation and diminish the value of
our brand name.
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Although we attempt to limit our contractual liability for consequential damages in rendering our services, many of
our client agreements do not limit our potential liability for breaches of confidentiality and we cannot be assured that
such limitations on liability will be enforceable in all cases, or that they will otherwise protect us from liability for
damages. Moreover, if any person, including any of our employees or former employees or subcontractors,
penetrates our network security or misappropriates sensitive data, we could be subject to significant liability from
our clients or from our clients customers for breaching contractual confidentiality provisions or privacy laws.
Unauthorised disclosure of sensitive or confidential client and customer data, whether through breach of our
computer systems, systems failure, loss or theft of assets containing confidential information or otherwise, could
render us liable to our clients for damages, damage our reputation and cause us to lose clients.
A successful assertion of one or more large claims against us that exceeds our available insurance coverage or
results in changes to our insurance policies, including premium increases or the imposition of a large deductible or
co-insurance requirement, could adversely affect our revenues and results of operations. We may also be liable to
our clients for damages or termination of contract if we are unable to address disruption in services to them with
adequate business continuity plans and/or for non-compliance with our clients information security policies and
procedures.
23. Disruptions in telecommunications could harm our service model, which could result in a reduction of our
revenue.
A significant element of our business strategy is to continue to leverage and expand our onshore and offshore
Delivery Centres. We believe that the use of a strategically located network of Delivery Centres provides us with
cost advantages, the ability to attract highly skilled personnel from various regions of India and the world, the ability
to service clients on a regional and global basis and the ability to provide services to our clients 24 hours a day,
seven days a week. Part of our service model is to maintain active voice and data communications between our main
office in Mumbai, our clients offices, and our software development and support facilities. Although we maintain
redundancy facilities and leased lines, any significant loss in our ability to transmit voice and data through leased
lines and telephone communications due to, among others, human errors, natural disasters, failure of third party
service providers in ensuring hardware and software are compliant, could result in a disruption in business, thereby
hindering our performance or our ability to complete client projects on time. This, in turn, could lead to a material
adverse effect on our business results of operations or financial condition.
24. We may engage in acquisitions that may not be successful or meet our expectations.
We have acquired and in the future may acquire or make investments in complementary businesses, technologies,
services or products, or enter into strategic partnerships or joint ventures with parties that we believe can provide
access to new markets, capabilities or assets. The acquisition and integration of new businesses subjects us to many
risks and we can provide no assurances that any such acquisition will be successful or meet our expectations. If it
does not, we may suffer losses, dilute value to shareholders, may not be able to take advantage of appropriate
investment opportunities or complete transactions on terms commercially acceptable to us. Our management may
also need to divert their attention in integrating such new businesses, which may affect the quality of operational
standards and our ability to retain businesses of our existing clients. We could also have difficulty in integrating the
acquired products, services, solutions or technologies into our operations. Any business that we acquire may also
have unidentified liabilities, that may be transferred to us upon such acquisition. We may face litigation or other
claims arising out of our acquisitions, including disputes with regard to earn-outs or other closing adjustments.
These difficulties could disrupt our ongoing business, distract our management and employees, and increase our
expenses. Changes in competition laws in India and abroad could also impact our acquisition plans by prohibiting
potential transactions which could otherwise be beneficial for us.
Despite our due diligence process, we may fail to discover significant issues around a target companys intellectual
property, service offerings, customer relationships, employee matters, accounting practices or regulatory
compliances. We may also fail to discover liabilities that are not properly disclosed to us or we may inadequately
assess in our due diligence efforts liabilities that may arise out of regulatory non-compliance, contractual obligations
or breaches. We cannot predict or guarantee that our efforts will be effective or will protect us from liability. If we
are unable to obtain indemnification protection or other contractual protections or relief for any material liabilities
associated with our acquisitions or investments, our business, financial condition and results of operations could be
harmed.
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Further, if we were to acquire non-controlling investments in companies, these may include investments in non-
marketable securities of early stage companies that carry a significant degree of risk and may not become liquid for
several years from the date of investment. These investments may not generate financial returns or may not yield the
desired business outcome. The success of our investment in a company is sometimes dependent on the availability
of additional funding on favourable terms or a liquidity event such as an initial public offering. We may record
impairment charges in relation to our strategic investments which will have a negative impact on our business,
financial condition and results of operations.
Further, the amount of goodwill and intangible assets in our Restated Financial Statements has increased
significantly in recent years, primarily on account of acquisitions. Goodwill as well as acquisition-related intangibles
are subject to periodic impairment review at least annually. Impairment testing may lead to impairment charges in
the future. Any significant impairment charges could have a material adverse effect on our business, financial
condition and results of operations.
25. Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements,
and violation of these regulations could harm our business.
Since we provide services to clients throughout the world, we are subject to numerous, and sometimes conflicting,
legal requirements on matters as diverse as import/export controls, content requirements, trade restrictions, the
environment (including electronic waste), tariffs, taxation, sanctions, government affairs, anti-corruption, whistle
blowing, internal and disclosure control obligations, data protection and privacy and labour relations and certain
regulatory requirements that are specific to our clients industries. Non-compliance with these regulations in the
conduct of our business could result in fines, penalties, criminal sanctions against us or our officers, disgorgement of
profits, prohibitions on doing business and have an adverse impact on our reputation. Gaps in compliance with these
regulations in connection with the performance of our obligations to our clients could also result in exposure to
monetary damages, fines and/or criminal prosecution, unfavourable publicity, restrictions on our ability to process
information and allegations by our clients that we have not performed our contractual obligations. Many countries
also seek to regulate the actions that companies take outside of their respective jurisdictions, subjecting us to
multiple and sometimes competing legal frameworks in addition to our home country rules. Due to the varying
degree of development of the legal systems of the countries in which we operate, local laws might be insufficient to
defend us and preserve our rights. We could also be subject to risks to our reputation and regulatory action on
account of any unethical acts by any of our employees, partners or other related individuals.
We have a number of employees located outside of India. We are subject to risks relating to compliance with a
variety of national and local laws, including multiple tax regimes, labour laws, and employee health, safety, wages
and benefits laws. We may, from time to time, be subject to litigation or administrative actions resulting from claims
against us by current or former employees individually or as part of class actions, including claims of wrongful
terminations, discrimination, misclassification or other violations of labour law or other alleged conduct. We may
also, from time to time, be subject to litigation resulting from claims against us by third parties, including claims of
breach of non-compete and confidentiality provisions of our employees former employment agreements with such
third parties or claims of breach by us of their intellectual property rights. Our failure to comply with applicable
regulatory requirements could have a material adverse effect on our business, financial condition and results of
operations.
26. Our work with government clients exposes us to additional risks inherent in the government contracting
environment.
Our clients include governmental entities such as ministries of the Central Government and national as well as state
level public sector undertakings. Our government work carries various risks inherent in the government contracting
process, which may affect our operating profitability. These risks include, but are not limited to, the following:
government contracts are often subject to more extensive scrutiny and publicity than contracts with
commercial clients. Negative publicity related to our government contracts, regardless of its accuracy, may
further damage our business by affecting our ability to compete for new contracts among governmental and
commercial entities;
participation in government contracts could subject us to stricter regulatory requirements which may
34
increase our compliance costs;
delays in payment due to time taken to complete internal processes;
political and economic factors such as pending elections, changes in leadership among key governmental
decision makers, revisions to governmental tax policies and reduced tax revenues can affect the number
and terms of new government contracts signed;
terms and conditions of government contracts tend to be more onerous and are often more difficult to
negotiate than those for commercial contracts; and
government contracts may not include a cap on direct or consequential damages, which could cause
additional risk and expense in these contracts.
27. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be
subject, and this may have a material adverse effect on our business, financial condition and results of
operations.
Our insurance policies cover loss to data protection, cyber extortion, physical loss or damage to our property and
equipment arising from a number of specified risks and certain consequential losses, including network interruption,
arising from the occurrence of an insured event under the policies. We have insurance policies to cover our assets
against losses from fire and other risks to our properties. We also maintain insurance policies against third party
liabilities, including a commercial general liability policy and a cyber-risk protector policy, professional technology
liability policy, each with worldwide coverage, in addition to group insurance and medical insurance policies for the
benefit of our employees, employers practice liability insurance, and such other insurance policies as required by
applicable law and/or contract. In addition, we may obtain project-specific insurance coverage for higher-risk
projects. We are also covered for directors and officers liability insurance procured by our Promoter.
Notwithstanding the insurance coverage that we carry, the occurrence of an event that causes losses in excess of the
limits specified in our policies, or losses arising from events not covered by insurance policies, could materially
harm our financial condition and future results of operations. There can be no assurance that any claims filed will be
honored fully or timely under our insurance policies. Also, our financial condition may be affected to the extent we
suffer any loss or damage that is not covered by insurance or which exceeds our insurance coverage.
28. Our risk management policies and procedures may not adequately address unidentified or unanticipated
risks, including exchange rate and interest rate risk.
We are exposed to various forms of operational, legal and regulatory risks. We have entered into various
hedging transactions in relation to our financial obligations. Factors such as exchange rates, interest rates, the
availability and cost of credit, creditworthiness of counterparties and the liquidity of the global financial markets
could significantly affect our financial position. Many of the hedging and other risk management strategies
that we utilise also involve transactions with financial services counterparties. The failure of these counterparties
to settle or the perceived weakness of these counterparties may impair the effectiveness of our hedging and other
risk management strategies. For further details on exchange rate risks, see Risk Factors - Exchange rate
fluctuations in various currencies in which we do business could negatively impact our business, financial
condition and results of operations on page 23.
To the extent we incur floating rate indebtedness, changes in interest rates may increase our cost of borrowing and
impact our profitability. Interest rates are highly sensitive to many factors, including governmental, monetary and
tax policies, domestic and international economic and political conditions, and other factors beyond our control.
Interest rate increases could result in our interest expense increasing, which may result in operating losses for us.
Additionally, if the interest rates for our borrowings increase significantly, our cost of funds will increase which
could adversely impact our results of operations, planned capital expenditures and cash flows.
As we seek to expand the scope of our operations, we also face the risk that we will be unable to develop risk
management policies and procedures that are properly designed for those new business areas or to manage the
35
risks associated with the growth of our existing businesses. Inability to develop and implement effective risk
management policies may adversely affect our business, financial condition, results of operations and prospects.
29. We will continue to be controlled by our Promoter after the completion of the Offer.
As of the date of this Draft Red Herring Prospectus, our Promoter (along with six individuals who hold jointly as
nominees of our Promoter) holds our entire pre-Offer share capital. Furthermore, after the completion of this Offer,
our Promoter will control, directly or indirectly, more than 75% of our outstanding Equity Shares. As a result, our
Promoter will continue to exercise significant control over us, including being able to control the composition of our
board of directors and determine decisions requiring simple or special majority voting, and our other shareholders
will be unable to affect the outcome of such voting. Our Promoter may take or block actions with respect to our
business, which may conflict with our interests or the interests of our minority shareholders, such as actions which
delay, defer or cause a change of our control or a change in our capital structure, merger, consolidation, takeover or
other business combination involving us, or which discourage or encourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of us.
In addition, and in the event of any such change of control, merger, consolidation, takeover or other business
combination involving us, a transfer of shares by our Promoter, or actions such as a preferential allotment to any
investor or a conversion of any convertible instruments which could result in us ceasing to be a part of L&T group,
our ability to leverage the Larsen & Toubro brand may be adversely affected and the benefits of being a L&T
group company, which includes access to capital and human resources (particularly key managerial personnel and
other employees who are deputed to our company), access to our Promoters global network, various operational
synergies, use of premises owned by our Promoter and our ability to leverage business from other L&T group
companies, may no longer be possible and as a result of which, could materially and adversely affect our business,
future financial performance and results of operations. Additionally, many of our client contracts also contain
clauses on termination of the contract in the event of a change of control of our Company.
We cannot assure you that our Promoter and members of our Promoter Group will act in our interest, or in the
interests of minority shareholders, while exercising their rights in such entities.
30. We are yet to receive or renew certain approvals or licenses required in the ordinary course of business, and
the failure to obtain them in a timely manner or at all may adversely affect our operations.
We require certain approvals, licenses, registrations and permissions for operating our business, some of which have
expired and for which we have either made or are in the process of making an application for obtaining the approval
or its renewal. For further details, see Government Approvals beginning on page 340. Further, the approvals that
we have obtained stipulate certain conditions requiring our compliance. The approvals obtained for SEZs require our
Company to intimate the authorities for changes in constitution of our Board which we may not have complied with.
We have also filed an application for compounding with the RBI in relation to investments in L&T Infotech Canada
in 2005 through our overseas branch and filing requirements under the Foreign Exchange Management (Transfer or
Issue of Any Foreign Security) Regulations, 2004. If we fail to obtain any of these approvals or licenses, or renewals
thereof, in a timely manner, or at all, our business may be adversely affected.
31. Compliance with, and changes in labour laws and regulations could materially and adversely affect our
business, future financial performance and results of operations, while we face further labour risks, such as
the risk of our employees joining a labour union and engaging in collective bargaining.
Our workforce consists of employees, outsourced personnel and personnel retained on a contractual basis. As of
March 31, 2015, our workforce comprised 19,479 employees. Our full-time employees are employed by us and are
entitled to statutory employment benefits, such as retirement benefits. For further details, see Our Business
Human Resources from page 142 to 144.
We are subject to various labour laws and regulations governing our relationships with our employees and
contractors, including in relation to minimum wages, working hours, overtime, working conditions, hiring and
terminating the contracts of employees and contractors, contract labour and work permits.
We cannot assure you that we will be in compliance with current and future health and safety and labour laws and
36
regulations at all times, and any potential liability arising from any failure to comply therewith (such as a change of
law which requires us to treat (and extend benefits to) our outsourced personnel, and personnel retained on a
contractual basis, as being full-time employees), could materially and adversely affect our business, future financial
performance and results of operations.
Currently, our employees are not members of a labour union. We can give you no assurance that they will not, in the
future, join a labour union, or eventually wish to engage in collective bargaining. In the event of a labour dispute,
protracted negotiations and/or strike action may impair our ability to carry on our day-to-day operations which could
materially and adversely affect our business, future financial performance and results of operations.
32. We do not own our registered office and certain office premises from which we operate.
We do not own the premises in which our registered office and certain office premises are situated. The registered,
corporate and certain office premises are owned by our Promoter and certain other office premises are owned by
other third parties. We cannot assure you that we will own, or have the right to occupy, these premises in the future,
or that we will be able to continue with the uninterrupted use of these premises, which may impair our operations
and adversely affect our financial condition. For further details of our premises, see Our Business Property on
page 144.
Furthermore, some of the lease agreements and leave and license agreements may not be adequately stamped or
registered with the registering authority of the appropriate jurisdiction. An instrument not duly stamped, or
insufficiently stamped, shall not be admitted as evidence in any Indian court or may attract a penalty as prescribed
under applicable law, which may have a material adverse effect on the continuance of our operations and business.
33. We have entered into, and will continue to enter into, related party transactions.
We have entered into and may in the course of our business continue to enter into transactions specified in the
financial results contained in the Draft Red Herring Prospectus with related parties that include our Promoter and
companies forming part of our Group Companies. For further details in relation to our related party transactions, see
Related Party Transactions on page 192. While we believe that all such transactions have been conducted on an
arms length basis, there can be no assurance that we could not have achieved more favourable terms had such
transactions not been entered into with related parties. Furthermore, it is likely that we may enter into related party
transactions in the future. The Companies Act, 2013 has brought into effect significant changes to the Indian
company law framework, including specific compliance requirements such as obtaining prior approval from audit
committee, the board of directors and shareholders for certain related party transactions. There can be no assurance
that such transactions, individually or in the aggregate, will not have a material adverse effect on our financial
condition and results of operations.
34. One of our Promoter Group entities, LTTSL, operates in a similar line of business as us, which may lead to
competition with such Promoter Group entity and could potentially result in a loss of business opportunity
for our Company.
Our Promoter Group entity, LTTSL, is involved in the engineering services and products business. LTTSL provides
innovative design and development solutions and end-to-end engineering services in industries such as industrial
products, transportation, aerospace, telecommunication, hi-tech and the process industry. Specific services that
LTTSL offers include mechanical engineering, embedded systems, engineering process services and product
lifecycle management, as well as proprietary solutions in engineering data analytics, power electronics, machine-to-
machine and the ioT. We have recently sold our PES Business to LTTSL. For further details, see Our Business
Notable Developments on page 133. Some of our competitors provide, under a single company and with the same
management, the engineering services that are currently separately provided by LTTSL and us. While we currently
do not provide the engineering services provided by LTTSL, we may in the future decide to provide such
engineering services and have to compete with LTTSL for business, services and employees. Our Promoter owns
100% of the shares of LTTSL. Our Promoter may have conflicts of interest with our interests or the interests of our
Shareholders and favour LTTSL in certain situations, or not direct opportunities to us. Any of the above may impact
35. We do not own the L&T trademark and logo. Our Trademark License Agreement may be terminated
37
under certain circumstances. In addition, we may be unable to adequately protect our intellectual property
since a number of our trademarks, logos and other intellectual property rights may not be registered and
therefore do not enjoy any statutory protection. Further, we may be subject to claims alleging breach of
third party intellectual property rights.
Third parties may infringe our intellectual property, causing damage to our business prospects, reputation and
goodwill. Our efforts to protect our intellectual property may not be adequate and any third party claim on any of
our unprotected brands may lead to erosion of our business value and our operations could be adversely affected.
We may need to litigate in order to determine the validity of such claims and the scope of the proprietary rights of
others. Any such litigation could be time-consuming and costly and a favourable outcome cannot be guaranteed. We
may not be able to detect any unauthorised use or take appropriate and timely steps to enforce or protect our
intellectual property. We cannot assure you that any unauthorised use by third parties of the trademarks will not
similarly cause damage to our business prospects, reputation and goodwill.
Further, the L&T trademark is registered in favour of our Promoter. Pursuant to the Trademark License
Agreement, among our Company and our Promoter, we have been granted a global non-exclusive, non-transferrable
license to use the L&T trademark and logo for a consideration payable by each of the licensees of 0.25% of
revenue, or 5% of profit after tax, whichever is lower, plus applicable taxes and duties. The payment of such
consideration shall be made on an annual basis, unless otherwise agreed among the parties. This consideration is
payable to our Promoter from Financial Year 2016 onwards. The Trademark License Agreement can be terminated
by either of the parties thereto upon 120 days, prior written notice in accordance with its terms. Furthermore, the
Trademark License Agreement can also be terminated by any party upon change in management control of the
licensee or if the shareholding of the licensor in our Company falls below 51% or upon breach of the terms of the
Trademark License Agreement by the licensee. In the event that the Trademark License Agreement is terminated,
we may have to discontinue the use of the L&T trademark and logo which may materially and adversely affect our
reputation, business, financial condition, results of operation and prospects.
36. Our Company will not receive any proceeds from the Offer for Sale. Our Promoter is the Selling
Shareholder and will receive the entire proceeds from the Offer for Sale.
This Offer is an Offer for Sale of up to 17,500,000 Equity Shares by our Promoter. The entire proceeds from the
Offer for Sale will be paid to our Promoter and our Company will not receive any such proceeds. For further details,
see Capital Structure and Objects of the Offer on pages 81 and 95, respectively.
37. Our Promoter, Directors and Key Managerial Personnel are interested in our Company other than
reimbursement of expenses or normal remuneration or benefits.
Our Promoter is interested in our Company to the extent it has promoted our Company and to the extent of its
shareholding and the dividends payable if any, licensing of the L&T trademark, recovering remuneration from our
Company paid to deputed employees, leasing of certain properties in our favour and providing certain other services
in the ordinary course of business, including business support services in respect of infrastructure facilities and
human resources services and shared services in respect of employees pay roll. We cannot assure you that there
will not be a conflict in interest between our Company and our Promoter and our Directors and Key Managerial
Personnel in the future.
38. Some of our Group Companies have incurred losses in the last preceding financial year, based on the last
audited financial statements available.
Some of our Group Companies have incurred losses in the last preceding financial year, based on the last audited
financial statements available. For further details of our loss making Group Companies, see Group Companies
Loss making Group Companies from pages 190 to 191. We cannot assure you that our Group Companies will not
incur losses in the future.
39. Our debt financing agreements contain restrictive covenants that may adversely affect our business, credit
ratings, prospects, results of operations and financial condition.
38
Certain debt financing agreements that we have entered into contain restrictive covenants and/or events of default
that limit our ability to undertake certain types of transactions. Certain of our debt financing agreements also include
various conditions and covenants that require us to obtain lender consents prior to carrying out certain activities or
entering into certain transactions. These debt financing agreements also require us to maintain certain financial
covenants including in relation to maintenance of minimum net debt to EBITDA ratio, minimum tangible net worth,
minimum fixed asset cover and maximum net gearing. Typically, restrictive covenants under our financing
documents relate to obtaining prior consent of the lenders for, amongst others:
refraining from changing our financial year end from the date we have currently adopted;
refraining from reducing our Promoters shareholding in our Company to below 51%;
refraining from selling, letting out, transferring or disposing off all or substantial part of our assets; and
refraining from declaring dividends or distributing profits except where the instalments of principal and
interest payable to a particular lender is being paid regularly and there are no irregularities in relation
thereto.
We cannot assure you that we have complied with all such restrictive covenants in a timely manner or at all or that
we will be able to comply with all such restrictive covenants in the future. A failure to observe the restrictive
covenants under our debt financing agreements or to obtain necessary consents required thereunder may lead to the
termination of our credit facilities, levy of default interest, acceleration of all amounts due under such facilities and
the enforcement of any security provided in relation thereto. Any acceleration of amounts due under such debt
financing agreements may also trigger cross-default or cross-acceleration provisions under our other debt financing
agreements. If the obligations under any of our debt financing agreements are accelerated, we may have to dedicate
a substantial portion of our cash flow from operations to make payments under such debt financing agreements,
thereby reducing the availability of cash for our working capital requirements and other general corporate purposes.
Further, during any period in which we are in default, we may be unable to raise, or may face difficulties raising,
further financing. In addition, in such eventuality, other third parties may have concerns over our financial position.
Any of these circumstances could adversely affect our business, credit ratings, prospects, results of operations and
financial condition. Moreover, any such action initiated by our lenders could result in the price of the Equity Shares
being adversely affected.
40. Our Company, Promoter and Group Companies have unsecured loans that may be recalled by the lenders at
any time.
Our Company, Promoter and Group Companies currently have availed unsecured loans which may be recalled by
their lenders at any time. In the event that any lender seeks a repayment of any such loan, our Promoter and Group
Companies would need to find alternative sources of financing, which may not be available on commercially
reasonable terms, or at all. We may not have adequate working capital to undertake new projects or complete the
ongoing projects. As a result, any such demand may materially and adversely affect our business, cash flows,
financial condition and results of operations. For further details on financing arrangements entered into by our
Company, please see Financial Indebtedness from pages 294 to 295.
EXTERNAL RISK FACTORS
41. The markets in which we operate are subject to the risk of earthquakes, floods, tsunamis, storms and other
natural and manmade disasters.
Some of the regions that we operate in are prone to earthquakes, floods, tsunamis, storms and other natural and
manmade disasters. In the event that any of our business centers are affected by any such disasters, we may sustain
damage to our operations and properties, suffer significant financial losses or be unable to complete our client
engagements in a timely manner, if at all. For example, snowstorms in the northeastern part of the United States in
January and February of 2014 resulted in airport and business closures which affected our ability to conduct
business with, and generate revenue from, clients in that region during the said period. Further, in the event of a
natural disaster, we may also incur costs in redeploying personnel and property.
In addition, if there is a major earthquake, flood or other natural disaster in any of the locations in which our
significant customers are located, we face the risk that our customers may incur losses, or sustained business
interruption, which may materially impair our ability to provide services to our customers and may limit their ability
39
to continue their purchase of products or services from us. A major earthquake, flood or other natural disaster in the
markets in which we operate could have a material adverse effect on our business, financial condition and results of
operations.
Risks related to investments in India
42. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws and
regulations, may adversely affect our business and financial performance.
Our business and financial performance could be adversely affected by changes in law, or interpretations of existing
laws, rules and regulations, or the promulgation of new laws, rules and regulations in India, applicable to us and our
business.
The governmental and regulatory bodies in India may notify new regulations and/or policies, which may require us
to obtain approvals and licenses from the government and other regulatory bodies, or impose onerous requirements
and conditions on our operations, in addition to those which we are undertaking currently. Any such changes and the
related uncertainties with respect to the implementation of new regulations may have a material adverse effect on
The application of various Indian and international sales, value-added and other tax laws, rules and regulations to
our services, currently or in the future, may be subject to interpretation by applicable authorities, and if amended/
notified, could result in an increase in our tax payments (prospectively or retrospectively) and/or subject us to
penalties, which could affect our business operations. Further, the Government has proposed a comprehensive
national GST regime that will combine taxes and levies by the Central and state Governments into a unified rate
structure. The implementation of this new structure may be affected by any disagreement between certain state
Governments, which could create uncertainty. Any such future amendments may affect our overall tax efficiency,
and may result in significant additional taxes becoming payable.
Furthermore, the Finance Act of 2015, which came into force in May 2015, introduces certain changes in relation to
existing tax legislation. The changes introduced include hike in service tax rates, changes to the Cenvat Credit Rules
of 2004, changes in excise duty rates and amendments to the Customs Act of 1952. We cannot predict the impact of
the changes introduced in the Finance Act of 2015 on our business, financial condition and results of operations.
43. Our business is substantially affected by prevailing economic, political and other prevailing conditions in
India.
Our Company is incorporated in India, and the majority of our assets and employees are located in India. As a result,
we are highly dependent on prevailing economic conditions in India and our results of operations are significantly
affected by factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and
hence our results of operations, may include:
any increase in Indian interest rates or inflation;
any exchange rate fluctuations;
any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in
India and scarcity of financing for our expansions;
prevailing income conditions among Indian consumers and Indian corporations;
volatility in, and actual or perceived trends in trading activity on, Indias principal stock exchanges;
changes in Indias tax, trade, fiscal or monetary policies;
political instability, terrorism or military conflict in India or in countries in the region or globally, including
in Indias various neighbouring countries;
40
occurrence of natural or man-made disasters;
prevailing regional or global economic conditions, including in Indias principal export markets; and
other significant regulatory or economic developments in or affecting India or its IT sector.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
adversely impact our business, results of operations and financial condition and the price of the Equity Shares.
44. We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could adversely affect our business.
The Competition Act was enacted for the purpose of preventing practices that have or are likely to have an adverse
effect on competition in India and has mandated the CCI to separate such practices. Under the Competition Act, any
arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable
adverse effect on competition is void and attracts substantial penalties.
Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale
prices, limits or controls production, or shares the market by way of geographical area or number of subscribers in
the relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall be
void. The Competition Act also prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the
Indian central government notified and brought into force the combination regulation (merger control) provisions
under the Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, voting
rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to
be mandatorily notified to, and pre-approved by, the CCI. Additionally, on May 11, 2011, the CCI issued the
Competition Commission of India (Procedure for Transaction of Business Relating to Combinations) Regulations,
2011, as amended, which sets out the mechanism for implementation of the merger control regime in India.
The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an
appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview of
the Competition Act. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive
conduct or combination occurring outside of India if such agreement, conduct or combination has an appreciable
adverse effect in India. However, the impact of the provisions of the Competition Act on the agreements entered into
by us cannot be predicted with certainty at this stage. We are not currently party to any outstanding proceedings, nor
have we received notice in relation to non-compliance with the Competition Act or the agreements entered into by
us. However, if we are affected, directly or indirectly, by the application or interpretation of any provision of the
Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be
generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the
Competition Act, it would adversely affect our business, financial condition, results of operations and prospects.
45. Indian law limits our ability to raise capital outside of India and may limit the ability of others to acquire us,
which could prevent us from operating our business or entering into a transaction that is in the best
interests of our shareholders.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such
regulatory restrictions limit our financing sources for our business and hence could constrain our ability to obtain
financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any
required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions,
or at all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition and
46. Significant differences exist between Indian GAAP, used throughout our financial information and other
accounting principles with which investors may be more familiar.
As stated in the report of our auditors included in this Draft Red Herring Prospectus, our financial statements are
prepared and presented in conformity with Indian GAAP, consistently applied during the periods stated, except as
provided in such reports, and no attempt has been made to reconcile any of the information given in this Draft Red
41
Herring Prospectus to any other principles or to base it on any other standards. Indian GAAP differs from
accounting principles and auditing standards with which prospective investors may be familiar in other countries,
including IFRS.
Accordingly, the degree to which the financial information included in this Draft Red Herring Prospectus will
provide meaningful information is dependent on your familiarity with Indian GAAP and the Companies Act, 2013.
Any reliance by persons not familiar with Indian GAAP on the financial disclosures presented in this Draft Red
Herring Prospectus should accordingly be limited.
47. Public companies in India, including us, are required to prepare financial statements under Ind AS and
compute Income Tax under the Income Computation and Disclosure Standards (the ICDS). The
transition to Ind AS and ICDS in India is very recent and still unclear and we may be negatively affected by
such transition.
India has decided to adopt the Convergence of its existing standards with IFRS and not IFRS. These IFRS based/
synchronised Accounting Standards are referred to in India as Ind AS. The Ministry of Corporate Affairs,
Government, has through a notification dated February 16, 2015, set out the Ind AS and the timelines for their
implementation. Accordingly, our Company is required to prepare its financial statements in accordance with Ind
AS from April 1, 2016. Given that Ind AS is different in many respects from Indian GAAP under which our
financial statements are currently prepared, our financial statements for the period commencing from April 1, 2016
may not be comparable to our historical financial statements.
Further, we have made no attempt to quantify or identify the impact of the differences between Ind AS and Indian
GAAP as applied to our financial statements and there can be no assurance that the adoption of Ind AS will not
affect our reported results of operations or financial condition. In addition, our management may also have to divert
its time and other resources for the successful and timely implementation of Ind AS. Any failure to successfully
adopt Ind AS may have an adverse effect on the trading price of the Equity Shares and/or may lead to regulatory
action and other legal consequences. Moreover, our transition to Ind AS reporting may be hampered by increasing
competition and increased costs for the relatively small number of Ind AS-experienced accounting personnel
available as more Indian companies begin to prepare Ind AS financial statements. Any of these factors relating to
the use of Ind AS may adversely affect our financial condition and results of operations.
In addition, the Ministry of Finance has issued a notification dated March 31, 2015 notifying ICDS which creates a
new framework for the computation of taxable income. ICDS came into effect from April 1, 2015 and shall apply to
Financial Year 2016 onwards. The adoption of ICDS is expected to significantly alter the way companies compute
their taxable income, as ICDS deviates in several respects from concepts that are followed under general accounting
standards, including Indian GAAP and Ind AS. For example, where ICDS-based calculations of taxable income
differ from Indian GAAP or Ind AS-based concepts, the ICDS-based calculations will have the effect of requiring
taxable income to be recognised earlier, higher overall levels of taxation to apply or both. In addition, ICDS shall be
applicable for the computation of income for tax purposes but shall not be applicable for the computation of income
for MAT, which our Company currently pays. We have made no attempt to quantify or identify the impact of the
computation of taxable income following ICDS. It is possible that the resultant computation of taxable income
based on ICDS and net income based on our Companys financial statements may be significantly different and, if
they differ, we may be required to recognise taxable income earlier and/or pay higher overall taxes.
48. We may be unsuccessful in protecting our intellectual property rights in India. Unauthorised use of our
intellectual property may result in the development of technology, products or services which compete with
our products. We may also be subject to third-party claims of intellectual property infringement.
Our intellectual property rights are important to our business. We rely on a combination of patent, copyright and
trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual
property. However, we cannot be certain that the steps we have taken will prevent unauthorised use of our
intellectual property. Furthermore, the laws of India do not protect proprietary rights to the same extent as laws in
certain other countries (including the United States). Therefore, our efforts to protect our intellectual property may
not be adequate. Our competitors may independently develop similar technology or duplicate our products or
services. Unauthorised parties may infringe upon or misappropriate our products, services or proprietary
42
information.
The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our
management and employees, reduce our revenue and increase our expenses. The competitive advantage that we
derive from our intellectual property may also be diminished or eliminated. We may need to litigate to enforce our
intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such
litigation could be time-consuming and costly. As the number of patents, copyrights and other intellectual property
rights in our industry increases, and as the coverage of these rights increases, we believe that companies in our
industry will face more frequent infringement claims. Defending against these claims, even if not meritorious, could
be expensive and divert our attention and resources from operating our Company. Also, there can be no assurance
that, as our business expands into new areas, we will be able to independently develop the technology necessary to
conduct our business or that we can do so without infringing on the intellectual property rights of others.
Although we believe that our intellectual property rights do not infringe on the intellectual property rights of any
other party, infringement claims may be asserted against us in the future. If we become liable to third parties for
infringing their intellectual property rights, we could be required to pay a substantial damage award and be forced to
develop non-infringing technology, obtain a license or cease selling the applications or products that contain the
infringing technology. We may be unable to develop non-infringing technology or to obtain a license on
commercially reasonable terms, or at all. Further, we may be required to provide indemnification to clients for third-
party breaches of intellectual property pursuant to our contracts with such parties.
49. Investors may have difficulty enforcing foreign judgments against us or our management
We are a limited liability company incorporated under the laws of India. Substantially all of our directors and
executive officers are residents of India and a substantial portion of our assets and such persons are located in India.
As a result, it may not be possible for investors to effect service of process upon us or such persons outside of India,
or to enforce judgments obtained against such parties outside of India.
Recognition and enforcement of foreign judgments is provided for under Section 13 of CPC on a statutory basis.
Section 13 of the CPC provides that foreign judgments shall be conclusive regarding any matter directly adjudicated
upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the
judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the
judgment is founded on an incorrect view of international law or a refusal to recognise the law of India in cases to
which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to
natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim
founded on a breach of any law then in force in India. Under the CPC, a court in India shall, upon the production of
any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced
by a court of competent jurisdiction, unless the contrary appears on record. However, under the CPC, such
presumption may be displaced by proving that the court did not have jurisdiction.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Section 44A of the CPC provides that where a foreign judgment has been rendered by a superior court, within the
meaning of that Section, in any country or territory outside of India which the Indian central government has by
notification declared to be in a reciprocating territory, it may be enforced in India by proceedings in execution as if
the judgment had been rendered by the relevant court in India. However, Section 44A of the CPC is applicable only
to monetary decrees not being of the same nature as amounts payable in respect of taxes, other charges of a like
nature or of a fine or other penalties.
We have been advised by our Indian counsel that the United States and India do not currently have a treaty
providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and
commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in
the United States on civil liability, whether or not predicated solely upon the federal securities laws of the United
States, would not be enforceable in India. However, the party in whose favour such final judgment is rendered may
bring a new suit in a competent court in India based on a final judgment that has been obtained in the United States.
The suit must be brought in India within three years from the date of the judgment in the same manner as any other
suit filed to enforce a civil liability in India.
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It is unlikely that a court in India would award damages on the same basis as a foreign court if an action was brought
in India. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if that court were of the
view that the amount of damages awarded was excessive or inconsistent with public policy or Indian practice. It is
uncertain as to whether an Indian court would enforce foreign judgments that would contravene or violate Indian
law. However, a party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI
under the Indian Foreign Exchange Management Act, 1999, to execute such a judgment or to repatriate any amount
recovered.
Risks Related to the Equity Shares
50. The trading volume and market price of the Equity Shares may be volatile following the Offer.
The market price of the Equity Shares may fluctuate as a result of, among other things, the following factors, some
of which are beyond our control:
quarterly variations in our results of operations;

results of operations that vary from the expectations of securities analysts and investors;
results of operations that vary from those of our competitors;
changes in expectations as to our future financial performance, including financial estimates by research
analysts and investors;
a change in research analysts recommendations;
announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or
capital commitments;
announcements by third parties or governmental entities of significant claims or proceedings against us;
new laws and governmental regulations applicable to our industry;
additions or departures of key management personnel;
changes in exchange rates;
changes in the price of oil or gas;
fluctuations in stock market prices and volume; and
general economic and stock market conditions.
Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.
51. Currency exchange rate fluctuations may have a material adverse effect on the value of the Equity Shares,
independent of our results of operations.
The exchange rate between the Rupee and the USD and other foreign currencies has changed considerably in recent
years and may fluctuate substantially in the future. Fluctuations in the exchange rate between the Rupee and other
currencies may affect the value of a non-resident investors investment in the Equity Shares.
A non-resident investor may not be able to convert Rupee proceeds into USD or any other currency or the rate at
which any such conversion may occur could fluctuate. In addition, our market valuation could be seriously harmed
by the devaluation of the Rupee, if United States or other non-resident investors analyse our value based on the USD
equivalent of our financial condition and results of operations.
For historical exchange rate fluctuations, see Certain Conventions, Presentation of Financial, Industry and Market
Data on page 15.
52. Future issuances or sales of the Equity Shares could significantly affect the trading price thereof.
Our future issuances of Equity Shares (including under ESOPs) or the disposal of Equity Shares by our Promoter or
any of our other principal shareholders or the perception that such issuance or sales may occur, including to comply
with the minimum public shareholding norms applicable to listed companies in India, may significantly affect the
trading price of the Equity Shares. There can be no assurance that we will not issue further Equity Shares or that the
shareholders will not dispose of, pledge or otherwise encumber the Equity Shares. Any future issuances could also
dilute the value of your investment in our Company.
53. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
44
Capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain
realised on the sale of listed equity shares on a stock exchange held for more than 12 months will not be subject to
capital gains tax in India if STT has been paid on the transaction. STT will be levied on and collected by an Indian
stock exchange on which the equity shares are sold. As such, any gain realised on the sale of equity shares held for
more than 12 months by an Indian resident, which are sold other than on a recognised stock exchange and as a result
of which no STT has been paid, will be subject to capital gains tax in India. Further, any gain realised on the sale of
equity shares held for a period of 12 months or less will be subject to capital gains tax in India. Capital gains arising
from the sale of equity shares will be exempt from taxation in India in cases where an exemption is provided under a
treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not limit
Indias ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India
as well as in their own jurisdictions on gains arising from a sale of equity shares.
54. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.
Our Articles of Association, regulations of our board of directors, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors fiduciary duties and liabilities, and shareholders rights may differ
from those that would apply to a company in another jurisdiction. Shareholders rights under Indian law may not be
as extensive as shareholders rights under the laws of other countries or jurisdictions. Investors may have more
difficulty in asserting their rights as a shareholder in our Company than as a shareholder of a company in another
jurisdiction.
55. Foreign investors are subject to foreign investment restrictions under Indian laws which limit our ability to
attract foreign investors, which may adversely impact the market price of the Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and
residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting
requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance
with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then
the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds
from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no
objection/tax clearance certificate from the income tax authority. We cannot assure investors that any required
approval from the RBI or any other Indian government agency can be obtained on any particular terms, or at all. For
further details, see Restrictions on Foreign Ownership of Indian Securities on page 411.
Prominent Notes:
1. Public offer of up to 17,500,000 Equity Shares for cash at a price of [] per Equity Share (including a share
premium of [] per Equity Share) aggregating up to [] million through an Offer for Sale by the Selling
Shareholder. The Offer would constitute [] % of our post-Offer paid-up Equity Share capital.
2. As of March 31, 2015, our Companys net worth was 19,254.53 million as per our Companys
unconsolidated Restated Financial Statements and 20,263.48 million as per our Companys consolidated
Restated Financial Statements.
3. As of March 31, 2015, the net asset value per Equity Share was 119.41 as per our Companys unconsolidated
Restated Financial Statements and was 125.66 as per our Companys consolidated Restated Financial
Statements and the book value per Equity Share was 119.41 as per our Companys unconsolidated Restated
Financial Statements and was 125.66 as per our Companys consolidated Restated Financial Statements.
4. The average cost of acquisition of Equity Shares by our Promoter is 8.33. For details, see Capital Structure
on page 81. The average cost of acquisition per Equity Share by our Promoter has been calculated by taking the
average of the amounts paid by our Promoter to acquire Equity Shares.
5. For details of related party transactions entered into by our Company with our Group Companies in the last
financial year, see Related Party Transactions beginning on page 192.
6. There has been no financing arrangement whereby our Promoter Group, directors of our Promoter, our
45
Directors and their relatives have financed the purchase by any other person of securities of our Company other
than in normal course of the business of the financing entity during the period of six months immediately
preceding the date of filing of this Draft Red Herring Prospectus.
7. Except as disclosed in the Group Companies and Related Party Transactions beginning on pages 190 and
192, none of our Group Companies have business interest or other interests in our Company.
8. For any complaints, information or clarifications pertaining to the Offer, investors may contact the BRLMs
who have submitted the due diligence certificate to SEBI.
46
SECTION III: INTRODUCTION
SUMMARY OF INDUSTRY
The following information includes extracts from publicly available information, industry reports, data and statistics
and has been extracted from official sources and other sources that we believe to be reliable, but which has not been
independently verified by us or the BRLMs, or any of our or their respective affiliates or advisers.
The data may have been re-classified by us for the purpose of presentation. Industry sources and publications
generally state that the information contained therein has been obtained from sources generally believed to be
reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability
cannot be assured, and, accordingly, investment decisions should not be based on such information. Industry
sources and publications are also prepared based on information and estimates as of specific dates and may no
longer be current or reflect current trends. Such information, data and estimates may be approximations or use
rounded numbers.
All references to years in the section below are to calendar years unless specified otherwise.
Investors should note that this is only a summary of the industries in which we operate and does not contain all
information that should be considered before investing in the Equity Shares. Before deciding to invest in the Equity
Shares, prospective investors should read this entire Draft Red Herring Prospectus, including the information in
Risk Factors and Financial Statements beginning on pages 19 and 194, respectively. An investment in the
Equity Shares involves a high degree of risk. For a discussion of certain risks in connection with an investment in
the Equity Shares, see Risk Factors beginning on page 19.
The Global IT-BPM Industry overview and trends in 2014
In 2014, the global economy continued to display volatility even in the face of positive factors such as declining oil
prices and the general revival of the US economy. According to NASSCOM, these trends impacted the information
technology and business process management (IT-BPM) industry along with other trends such as changing
customer expectations, digitisation and regulatory changes across the globe. Further, emerging technologies such as
social, mobile, analytics and cloud (SMAC), internet of things (ioT), wearable devices, all of which are focused
around improving the customer experience are also changing the face of the industry. (Source: The IT-BPM Sector
in India: Strategic Review 2015, NASSCOM, February 2015 (the NASSCOM Report)
In such a scenario, NASSCOM notes that the IT-BPM sector recorded steady growth in 2014, with worldwide spend
at nearly USD 2.3 trillion, a growth of 4.6 per cent over 2013. As represented in the chart below, software products,
IT and BPM services continued to lead, accounting for nearly USD 1.3 trillion in global spend (amounting to 55 per
cent of the worldwide technology spend of USD 2.3 trillion). (Source: NASSCOM Report)
According to NASSCOM, the global spending on IT services grew at 3.5 per cent in 2014, to reach USD 657
billion, aided by the improving economies of the US and other regions. Traditional and mature verticals such as
banking, financial services and insurance (BFSI), manufacturing and telecommunications continue to drive
growth while the share of verticals such as healthcare and retail increased as SMAC adoption across industries
increased. IS outsourcing and custom application development growth increased substantially, driven by SMAC
adoption. The demand for IT consulting services grew, while systems integration and outsourcing dropped
marginally. Commoditisation, increasing demand for cloud platform services and drop in hardware maintenance
services also affected the segment. (Source: NASSCOM Report)
IT-BPM sector wise spend (USD billion)
47
Spend (USD USD 2.3 trillion 1,400 1,440
billion)
979 1,022
635 657
395 420
167 177
IT Services BPM Software Hardware ER&D

Products
2013 Sector 2014
(Source: NASSCOM Report)
A significant percentage of this growth was led by the Americas and the Asia-Pacific market, with a growth rate of
4.8 per cent and 5.1 per cent respectively in 2014. While the Americas remained the largest market in 2014, the
Asia-Pacific region recorded the highest growth, driven by faster growth in BPM services. (Source: NASSCOM
Report)
IT-BPM geographic market share (2014)
Total worldwide spend:

USD 2.3 trillion
EMEA, 27%
Y-o-Y growth Americas, 49%
4.4%
Y-o-Y growth
4.8%
Asia Pacific, 24%

Y-o-Y growth
5.1%
48
NASSCOM notes that 2014 saw renewed demand for overall global sourcing, which grew by 9-10 per cent over
2013, nearly twice the global technology spend growth (see chart below).
Global sourcing growth (USD billion)
148-153
134-140
60-62
53-55
Growth
9-10%
81-85 88-91
2013 2014
IT Sourcing Business process sourcing
India maintained its leadership position in the global sourcing area with a share of 55 per cent of global IT-BPM
spend in 2014. New delivery centers for global sourcing added in 2014 recorded a growth of 49 per cent, with over
27 per cent of the new additions being in India (see chart below). (Source: NASSCOM Report)
New delivery centers set up in 2013 and 2014
41
38
29 30
21 20 21
17
14
10
6
4
India Eastern Europe Rest of Asia Latin America Philippines Africa
2013 2014
(Total additions: 101) (Total additions: 150)
49
The Indian IT-BPM Industry Overview and trends
Overview
According to NASSCOM, the Indian IT-BPM industry demonstrated flexibility to adjust to turbulent economic
conditions and experienced double digit growth in 2014. Overall revenue (comprising revenues from exports and
domestic revenues) for fiscal year 2015 is expected at USD 146 billion, a growth of approximately 13 per cent over
the last fiscal year, an overall year-on-year addition of approximately USD 17 billion (see chart below). (Source:
NASSCOM Report)
Indian IT BPM Industry Revenues1
USD billion
146
130
98
88 Growth
~ 13%
42 48
FY2014 FY2015E
Domestic Exports
Notes:
1. Includes hardware; domestic market numbers include eCommerce market.
E: Estimate
The table below shows the revenues for the various segments of the Indian IT-BPM industry for fiscal year 2013,
fiscal year 2014 and fiscal year 2015 (estimated):
FY2013 FY2014 FY2015E

Exports Domestic Total Exports Domestic Total Exports Domestic Total
USD billion
IT services1 ........................... 42.9 12.2 55.1 49.2 12.0 61.2 55.4 13.3 68.6
BPM ..................................... 18.3 3.2 21.5 20.4 3.2 23.7 22.7 3.5 26.2
Packaged software, ER&D 15.3 3.8 19.1 17.7 3.7 21.4 20.0 4.2 24.1
and product development2 ....
Hardware .............................. 0.4 12.8 13.3 0.4 12.6 13.1 0.4 13.1 13.5
eCommerce .......................... - 8.7 8.7 - 10.5 10.5 - 14.0 14.0
Total .................................... 77.0 40.7 117.7 87.7 42.1 129.8 98.5 48.0 146.4
Notes:
1. Offshore Software Product Development (OSPD), which was earlier clubbed with IT services, has now been re-classified under ER&D
and product development.
2. Includes packaged software, OSPD, Engineering R&D and product development.
E: Estimate
NASSCOM notes that exports (including hardware) are likely to record a 12.3 per cent growth to reach
approximately USD 98 billion, up by approximately USD 11 billion compared to the last fiscal year. Exports of IT
services increased by approximately 15 per cent in Fiscal Year 2014 compared to Fiscal Year 2013 and are expected
50
to increase by approximately 13 per cent in Fiscal Year 2015 (compared to Fiscal Year 2014). The domestic IT-
BPM market at USD 48 billion (for Fiscal Year 2015) is expected to grow faster than the exports market at 14 per
cent, driven largely by the addition of eCommerce services. IT services is the largest segment of the Indian IT-BPM
industry, with a share of approximately 47 per cent followed by BPM with share of approximately 18 per cent.
Packaged software, engineering, research and development (ER&D) and product development segments together
have an approximately 16 per cent share followed by eCommerce (9.5 per cent) and hardware (approximately 9 per
cent). (Source: NASSCOM Report)
The table below shows the break-up of the amount of exports (in US dollar terms) of the various segments in the
chart above for Fiscal Year 2014:
Fiscal Year Fiscal Year
2014 2015
(estimated)
(USD billion)
Project based ..............................................................................................................................................................................

24.8 27.6
IT consulting ................................................................................................................................................................................
1.4 1.5
Systems integration ......................................................................................................................................................................
1.4 1.6
Custom application development ................................................................................................................................................. 17.9 19.7
Network consulting and integration.............................................................................................................................................. 0.5 0.6
Software testing............................................................................................................................................................................
3.6 4.3
Outsourcing1 ...............................................................................................................................................................................
20.7 23.8
Application management .............................................................................................................................................................. 6.2 6.8
IS outsourcing ..............................................................................................................................................................................
9.2 11.0
Other (SOA &WEB Services) ...................................................................................................................................................... 5.4 6.1
Support and Training ................................................................................................................................................................ 3.6 3.9
Software deploy and support ........................................................................................................................................................ 2.9 3.1
Hardware deploy and support ....................................................................................................................................................... 0.2 0.2
IT education and training ............................................................................................................................................................. 0.5 0.6
Total ............................................................................................................................................................................................
49.2 55.4
Notes:
1. OSPD, which was earlier clubbed with IT Services, has now been re-classified under ER&D and product development. As such, these numbers
will not match with those published earlier.
The chart below shows the contribution of the various sectors to IT-BPM exports for 2014:
MPE Const & Utilities

T&T Others
2% 2%
3% 2%
Healthcare
5%
Retail
10%
BFSI
41%
Manufacturing
16%
Hi-tech/Telecom
18%
Total: USD87.7 billion
51
The chart below shows the share of Indian IT-BPM exports to various countries in 2014:
RoW
2%
Continental APAC
Europe 8%
11%
UK
17%
USA
62%
52
SUMMARY OF OUR BUSINESS
Investors should note that this is only a summary of our business and does not contain all information that should be
considered before investing in the Equity Shares. Before deciding to invest in the Equity Shares, prospective
investors should read this entire Draft Red Herring Prospectus, including the information in Risk Factors and
Financial Statements beginning on pages 19 and 194, respectively. An investment in the Equity Shares involves a
high degree of risk. For a discussion of certain risks in connection with an investment in the Equity Shares, see
Risk Factors beginning on page 19.
Overview
We are one of Indias global IT services and solutions companies. In 2014, NASSCOM ranked us as the sixth
largest Indian IT services company in terms of export revenues. Our clients comprise some of the worlds largest
and well-known organisations, including 41 of the Fortune Global 500 companies.
We offer an extensive range of IT services to our clients in diverse industries such as banking and financial services,
insurance, energy and process, consumer packaged goods, retail and pharmaceuticals, media and entertainment, hi-
tech and consumer electronics and automotive and aerospace. Our range of services include application
development, maintenance and outsourcing, enterprise solutions, infrastructure management services, testing, digital
solutions and platform-based solutions. We serve our clients across these industries, leveraging our domain
expertise, diverse technological capabilities, wide geographical reach, an efficient global delivery model, thought
partnership and new age digital offerings.
We were incorporated in 1996 and are headquartered in Mumbai, India. We leverage the strengths and heritage of
our Promoter, Larsen & Toubro Limited, a leading Indian conglomerate in engineering, construction,
manufacturing, finance and technology. The L&T group provides us with access to professionals with deep industry
knowledge in the sectors in which we do business. We have also inherited from the L&T group its corporate and
business culture and corporate governance practices, which in our view places us in good stead in relation to our
business. In addition, we benefit from our Business-to-IT Connect model, which we derive from the commonality
of business verticals with our Promoter. For further details, see Our Business Our Competitive Strengths Strong
domain focus enabling Business-to-IT Connect from pages 119 to 120.
Our growth has been marked by significant expansion of business verticals and geographies in which we do
business. Besides India, we provide services globally and the percentage of our revenue from continuing operations
from North America, Europe, Asia Pacific and the rest of the world amounted to to 68.6%, 17.9%, 2.4% and 6.9%,
respectively. As of June 30, 2015, we had 22 Delivery Centres and 42 sales offices globally.
As part of a business restructuring exercise conducted by our Promoter, all engineering services businesses of our
Promoter have been consolidated under a separate subsidiary of our Promoter, LTTSL. As part of this restructuring,
on January 1, 2014, we sold and transferred the assets and liabilities of our PES Business to LTTSL. Our PES
Business was responsible for the operations of our telecom cluster, providing IT services and solutions to our clients
in the telecommunication sector. For further details on our PES Business, see Our Business Notable
Developments on page 133.
Our revenue from continuing operations increased by a CAGR of 20.4% from 34,278.57 million in Financial Year
2013 to 49,680.94 million in Financial Year 2015. Our USD revenue from continuing operations comprise
amounts in foreign currencies across our operations, excluding the United States, that are converted into USD using
the month-end/day-end exchange rates for the relevant period. In USD terms, our revenue from continuing
operations increased by a CAGR of 13.4% from USD 630.0 million in Financial Year 2013 to USD 809.9 million in
Financial Year 2015. Our net profit from continuing operations increased by a CAGR of 22.1%, from 5,100.38
million to 7,600.05 million during the same period. During this same period, our total number of employees
increased by 23.0%, from 15,833 as of March 31, 2013 (excluding employees of our PES Business), that has been
consolidated under a separate subsidiary of our Promoter (see Our Business Notable Developments on page
133) to 19,479 as of March 31, 2015.
53
Our Competitive Strengths
We believe that our principal competitive strengths are as follows:
Strong domain focus enabling Business-to-IT Connect
We are among the few IT service providers that are part of a diversified business conglomerate. We are part of the
L&T group, whose businesses span multiple industry segments. Our Business-to-IT Connect model primarily
leverages the domain experience and institutional knowledge of the L&T group across industries to assist us in
developing and delivering IT services and solutions that benefit our clients. Our Business-to-IT Connect model is
supplemented by the knowledge sharing of subject matter experts from L&T group companies to facilitate the
development of solutions driven by business context and domain knowledge.
We believe that our Business-to-IT Connect proposition provides us with an advantage over our competitors in that
we are able to capitalise on strategic opportunities at a faster pace due to the readily available domain and
institutional knowledge at our disposal. Over the past ten years, we have built a strong domain orientation across our
business verticals in the way we approach our clients with solutions to their business objectives and the way we
deliver services to them.
For example, we were able to use our Business-to-IT Connect model in relation to the IT services that we provided
to a global automotive original equipment manufacturer for the establishment of a smart factory initiative.
Subsequent to our request, our parent company disseminated its knowledge on smart factories to us to capture
machine information and effectively use digital technologies in relation thereto. Specifically, L&T teams presented
to us on the methodologies, approaches and solutions relevant to this engagement which was very helpful for our
employees in delivering services to our client.
Strong parentage and brand equity of our Promoter
The L&T brand is one of the most well-respected brands in India, which we believe provides us with a
competitive advantage, particularly in: attracting talent and new clients; benefiting from our Promoters global
network; exploring potential business opportunities; best corporate governance practices; accessing capital; and
establishing ourselves as a thought partner with the top management of many global corporations. We have and shall
continue to capitalise on the ability to engage with and obtain work from strategic global clients, vendors and
partners of the L&T group. This differentiates us from our market competitors that are standalone companies, as we
are able to take advantage of exposure to L&T group relationships that are familiar with and trust our Promoters
brand. Our Promoters parentage has contributed towards our growth in the IT services industry, and will continue to
help us achieve our strategic objectives.
Established long-term relationships with our clients
Client relationships are the core of our business. Our clients include many leading businesses, including 41 of the
Fortune Global 500 companies. Our track record of delivering an extensive range of solutions using our global
delivery model, demonstrable industry and technology expertise, and sensitivity to our clients feedback, has helped
us forge strong relationships with our major clients. For example, in Financial Year 2015, we had twenty clients who
generated above USD 10 million in revenue, eight clients who generated above USD 20 million in revenue and three
clients who generated above USD 50 million in revenue, which is reflective of such strong client relationships.
We have a history of high client retention and derive a significant proportion of our revenues from repeat business
(defined as repeat business generated in the preceding Financial Year) built on our successful execution of prior
engagements. In Financial Years 2015, 2014 and 2013 we generated 98.1%, 96.9% and 97.5%, respectively, of our
revenue from continuing operations from existing clients across a range of business verticals. In addition, as of
March 31, 2015, we had been engaged with over 100 clients for more than three years and had been doing business
with two of our largest clients for over ten years. In order to improve our service delivery and facilitate repeat
business, we carry out regular surveys, which is important for us to ensure a high level of client satisfaction through
continued feedback. We strive to be flexible to our clients business needs and requirements, in part through our
Thought Partnership program, which is a strategic level programme, designed for us to work with executive
54
officers and business leaders from our clients in terms of addressing their current issues and business needs, such as
reducing run costs, re-aligning IT with business changes, and helping envision their future technological needs in
line with projected business trends.
We have an active and institutionalised approach for managing client relationships. We engage our clients by having
a collaborative sales and marketing model where our sales, solutions and delivery teams participate in the sales
process. While our sales and account managers assist our clients in day-to-day account management, members of
our executive team also help manage strategic client accounts. These relationships have helped us better understand
our clients business needs and enabled us to provide effective solutions to meet these needs.
Extensive portfolio of IT services and solutions
We have an extensive portfolio of IT services that we offer our clients to address their different business and
technology needs. We have continuously invested in broadening our IT service portfolio to span consulting, IT
services and software platform-based services, which we tailor to our clients specific needs and industries in which
they do business. Our suite of business solutions includes technology consulting, enterprise solutions, systems
integration, custom application development, application maintenance and production support, infrastructure
management, independent testing and validation, Cloud ecosystem integration and business platforms and solutions.
The solutions that we provide our clients are technology agnostic. In other words, we do not advocate a particular
technology/product and offer the solutions most appropriate to the needs of our clients.
We believe that our extensive portfolio of IT services and solutions enables us to grow our client relationships and
scope of engagements, as well as instill our clients with confidence in our ability to address their diverse and
dynamic business needs.
Focus on emerging technologies
We look to assist our clients to engage the future through our focus on emerging technologies. We invest in new
technologies and track new business trends, and believe that every industry will increasingly adopt digital as a key
component of its overall IT solutions and services expenditures. We define our digital business as solutions and
services offered to clients through the fusion of new age technologies for disruptive business transformations,
including as part of our Thought Partnership programme. Such transformations are enabled by creating innovative
business models leading to enhancing client experiences and greater operational efficiencies. Some of the
technologies that we consider as new age include:
Social
Mobile
AIM
Cloud Computing
Big Data
ioT
Enterprise Integration
Business Process Digitalisation
User Experience
Cognitive Computing
Over the past few years, we have aligned our existing areas of expertise and have created focused initiatives in
developing capabilities in emerging technologies, which we eventually intend to offer under a specific brand. In
Financial Year 2015, our digital solutions service line represented 9.5% of our revenue from continuing operations.
Our investment in the digital practice is focused on providing our clients with a competitive edge, as well as giving
us a competitive advantage in the market. Our digital assets have received multiple industry recognitions. For
example, in 2015, the World Innovation Congress recognised our ServiceFirstTM application (which provides for
aftermarket service management across service ecosystems) as the most innovative Cloud platform as a service.
Moreover, in 2015, the NetApp Innovation Awards recognised us for our efforts in innovation in big data.
55
Track record of established processes and executing large, end-to-end, mission critical projects
We believe that we have a reputation for delivering high quality IT solutions and services, as well as timely project
completion within agreed cost parameters. We have expanded our offshore, onshore and near shore presence, thus
growing and developing our global delivery model and the services it provides, which are, as a result, sufficiently
flexible to be adapted to respond to our clients objectives, particularly with respect to security, scalability and cost.
Our company has a track record of executing a number of large, end-to-end, mission critical projects in diverse
business areas and technology domains for clients. For examples, see Our Business Our Clients Key Client
Relationships on page 138. As part of our execution of large and complex projects, we leverage our expertise in
providing comprehensive project/ programme management through our global delivery model (see Our Business -
Global Delivery Model from pages 133 to 134) and our clients benefit from our experience in multiple
technologies, industry knowledge, project management expertise and proprietary software engineering tools
developed in-house. Our company has successfully competed globally to win projects and our success in such
engagements has enhanced our recognition in the global marketplace.
Strong management culture
We have built a strong management culture, which has been influenced by our parent companys core values and
work ethic. Since we started doing business, our parent company has instilled in us its sense of purpose and passion
in the manner in which it does business, and we cherish and live by those values. Our management culture is
collaborative and team-oriented, which is inherent in the way we do business and we believe this is a source of
competitive advantage.
Our management team comprises seasoned technology professionals with global experience, as well as professionals
with deep experience in the domains of our clients, which has helped us deliver strong financial performances
consistently. We believe that this blend, together with a strong management culture, helps our management team
develop deep insights, anticipate trends in the market, and devise and execute our companys strategy effectively.
Conducive work environment to attract and retain talent
People are critical to our business and our ability to grow, depends to a large extent on our ability to attract, train,
motivate and retain employees. We have a highly skilled, well-trained and diverse employee base, which provides us
with the flexibility to adapt to the needs of our clients and the technical requirements of the various projects that we
undertake.
We are recognised as a preferred employer in the Indian IT services industry. In 2014, NASSCOM ranked us among
the top 20 IT BPM employers in India. Moreover, in 2015, we won five awards from the World HRD Congress in
relation to our Indian operations, including training organisation of the year, best leadership development for middle
management, best leadership development program for top management, and most innovative use of training and
development as an HR initiative for OD. We are committed to the development of expertise and know-how of our
employees, as demonstrated by regular technical seminars and training sessions organised by us. We focus on
performance management, providing input on leadership qualities, mentoring and periodic reviews for career
alignment and planning.
Our Business Strategies
The key elements of our business strategies are as follows:
Focus on a targeted client portfolio
We intend to continue building long-term sustainable business relationships with our existing clients to generate
greater revenues. This involves inter alia increasing the scope of engagements with our existing clients; selling
additional services to them; deploying project managers, delivery specialists and other professionals to provide
value-added business solutions; and eventually become a thought partner with them in terms of their existing and
future business needs by identifying priority solutions in consultation with industry experts.
56
As part of the foregoing strategy, we plan to have an optimal client portfolio to better focus and serve our clients
across the geographies and industries in which we do business. We have a track record of high client retention and
as our client relationships mature and deepen, we seek to expand the scope of services offered to those clients to
achieve incremental revenue growth. Our ability to establish and strengthen client relationships and expand the
scope of services we offer to clients will help us grow our revenues and profits.
Targeting higher total contract values
We are targeting clients who have the potential to offer opportunities with large total contract values. We intend to
originate large engagements by either identifying opportunities with our existing client accounts or by targeting new
clients whose existing engagements with IT vendors will be up for renewal. We plan to achieve a higher value client
portfolio by focusing on annuity applications and infrastructure management service deals, which tend to be long-
term in nature. As part of this strategy, we will need to provide clients with greater pricing flexibility and
optionality; further develop our client-specific, industry-specific, technological and other solutions required for
larger engagements; provide end-to-end services, improve our service delivery across our global delivery model;
capitalise on our strengths, such as our Business-to-IT Connect model and leverage our Promoters parentage; build
additional and more holistic relationships with globally well-known software vendors and other partners; and engage
in tailored marketing campaigns for specific client accounts. Furthermore, we are in the process of investing in and
building sales operations capabilities to establish standardised processes to facilitate our targeting of larger and
higher-value client engagements. We believe that the foregoing will enable us to deliver greater value-added IT
solutions to our clients businesses and increase our share of their IT expenditures.
Continue to focus on emerging technologies
We regularly track new technologies, industry segments and market trends in the IT solutions market and believe
that digitalisation will increasingly become systematically critical in the future. We plan to further enhance our
digital platforms, build industry and technology frameworks, the ioT, business process digitalisation and end-to-end
digital transformational delivery capabilities. With respect to business process digitalisation, we plan to further
develop automation tools providing greater value-added propositions to our clients to bring about business
processing efficiency for them. We have established business relationships with a number of players in the digital
space and, in addition to our existing capabilities, such relationships will further enable us to develop complex
ecosystems along with our partners as a value-added proposition to our clients. In addition, as part of our strategic
focus in India, we are inter alia positioning ourselves to cater to Smart Cities opportunities that we have identified
therein.
Expand our focus on infrastructure management service offerings
Our IMS service practice offers a wide spectrum of end-to-end services covering IT infrastructure consulting,
design, managed services, migration services, operational support, desktop support, and Cloud enablement, hosting
and migration. We aim to leverage our Business 1st approach with respect to IMS, which provides extensive
services to clients inter alia using application development, maintenance, support and testing services, which
collectively assist our clients automate their business processes through customised service delivery plans that are
aligned with their business needs and objectives. Similar to our approach in relation to emerging technologies, we
have agreements with a number of players in delivering our IMS service offerings in a technologically-agnostic way.
This approach is beneficial to our clients and helps establish our credibility with them with a view to eventually
becoming their thought partners and long-term service providers.
In addition, we are currently looking for strategic acquisition opportunities in relation to our IMS business. We are
specifically looking to acquire a complementary business, technology, service or product that can provide us with
access to new markets, capabilities or assets in relation thereto.
Expand our geographical presence
We market and distribute our solutions directly through our global delivery model (see Our Business Global
Delivery Model from pages 133 to 134). We have historically been dependent on North America and Europe for
most of our revenues. In Financial Year 2015, revenues originating from North America and Europe represented
68.6% and 17.9%, respectively, of our revenue from continuing operations. While we intend to continue expanding
57
our presence in the United States and Europe, we also plan to expand our geographical reach in other markets that
we have identified as having potential, including Australia, Singapore, Japan, South Africa, India and the Middle
East. We are in the process of augmenting our teams in these markets to further explore the opportunities therein.
With respect to our operations in South Africa, the Nordic region and the Middle East, we view these regions as
gateways to the rest of Africa, Eastern Europe/the Baltic region and the Middle East/North Africa region,
respectively. As such, we intend to allocate resources to these markets not only for pure-play market opportunities
therein, but also as stepping-stones to other client opportunities that we can identify through greater regional
experience, expertise and client referrals. For example, in South Africa, we recruit local nationals to assist in our
market penetration efforts, in addition to complying with local regulatory requirements. In the Middle East we
intend to leverage the strong presence of the L&T group, which is engaged in the oil and gas, construction and
transportation sectors.
We have identified Germany and France as important markets for us going forward and we would like to enhance
our capabilities and address gaps in language capability, industry expertise, technical expertise and geographic
coverage in these countries. As such, we are also currently contemplating pursuing strategic acquisitions in these
markets.
Strengthen our brand name in the Indian and global IT services market
The L&T brand is well-established as one of Indias most prominent conglomerates and we have benefited from
such parentage. At the same time, we intend to further strengthen our L&T Infotech brand by continuing to deliver
high quality services to our clients, enhancing our market positions in the markets in which we do business and
becoming a thought partner with our clients.
Accordingly, we have engaged in a number of brand building exercises, and intend to continue strengthening our
brand in the IT services marketplace through brand building efforts, communication and promotional initiatives,
such as interacting with industry research organisations and prominent publications, industry analysts, participating
in industry events, public relations and investor relations efforts. We also plan to conduct various customised client
events, including seminars, roundtables and breakfast sessions on identified industry or technology specific themes
with a view to delivering a focused message on our capabilities, experience and value proposition relevant to the
specific theme. In addition, we connect with academia through our campus connect programmes and look to further
build our brand by attracting the best talent.
We believe that an established record of excellence, the foregoing initiatives and the listing of the Equity Shares will
enhance the visibility of our brand name, contribute to our recruitment and retention initiatives and strengthen our
recognition as a leader in the Indian IT services industry.
Focus on greater internal operational efficiency
We plan to continue developing and investing in frameworks, accelerators, in-house proprietary solutions and
customised software processes to drive efficiencies internally. We also plan to increase our profitability by
streamlining our cost structure with a focus on high employee utilisation and optimising resource mix. We have a
specific department to identify and implement direct cost reductions in our operations. To this end, business process
digitalisation is important in streamlining our cost structure to make us more operationally efficient. We plan to
automate various project delivery processes as well as internal IT service processes to enhance human productivity
and once various tools are developed in relation thereto, we plan to institutionalise their usage across our business
units, which will provide us with the appropriate business platform to be more efficient. We also plan to introduce
specific business process digitalisation initiatives in relation to our business verticals and service lines for us to
realise operational cost savings. We believe that the foregoing initiatives will allow us to move up the value chain
with respect to services offered.
58
SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from:
a. The unconsolidated Restated Financial Statements as of and for the years ended March 31, 2015, 2014,
2013, 2012 and 2011; and
b. The consolidated Restated Financial Statements as of and for the years ended March 31, 2015, 2014, 2013,
2012 and 2011.
The financial statements referred to above are presented under Financial Statements beginning on page 194. The
summary financial information presented below should be read in conjunction with these financial statements, the
notes thereto and Financial Statements and Managements Discussion and Analysis of Financial Condition and
Results of Operations beginning on pages 194 and 296, respectively.
59
RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
` Million
Particulars For For For For For
Financial Financial Financial Financial Financial
Year 2015 Year 2014 Year 2013 Year 2012 Year 2011
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 161.25 161.25 161.25 161.25 161.25
Reserves and surplus 19,093.28 14,522.83 12,168.69 10,116.06 11,003.34
Total equity 19,254.53 14,684.08 12,329.94 10,277.31 11,164.59
Non-current liabilities
Long-term borrowings 138.89 266.29 361.90 452.22 -
Deferred tax liabilities (net) 76.84 180.34 - - -
Other long-term liabilities 538.35 729.11 1,256.88 2,022.19 815.66
Long-term provisions 103.71 131.06 94.30 51.25 36.23
857.79 1,306.80 1,713.08 2,525.66 851.89
Current liabilities
Short-term borrowings 1,897.48 673.84 1,582.93 1,976.84 2,378.47
Current maturities of long- term borrowings 138.89 133.14 120.63 56.53 -
Trade payables 2,528.52 2,255.70 1,891.40 1,720.74 1,719.29
Other current liabilities 1,599.53 3,632.68 2,472.89 1,652.98 745.40
Short-term provisions 2,791.97 2,371.85 1,782.82 1,604.69 2,118.98
8,956.39 9,067.21 7,850.67 7,011.78 6,962.14
TOTAL EQUITY AND LIABILITIES 29,068.71 25,058.09 21,893.69 19,814.75 18,978.62
ASSETS
Non-current assets
Fixed assets
Tangible assets 2,617.02 2,610.36 2,225.54 2,170.15 1,662.76
Intangible assets 755.47 332.21 316.14 301.47 253.84
Capital work-in-progress 47.63 88.13 462.06 74.33 82.84
Intangible assets under development 195.37 418.27 321.15 210.07 113.90
3,615.49 3,448.97 3,324.89 2,756.02 2,113.34
Non-current investments 3,953.11 3,146.15 4,019.29 4,037.28 4,077.67

Deferred tax assets (net) - - 57.93 20.29 57.48
Long-term loans and advances 2,387.26 2,534.84 1,931.57 1,355.39 1,783.75
9,955.86 9,129.96 9,333.68 8,168.98 8,032.24
Current assets
Current investments 622.32 1,402.11 217.30 355.59 1,030.75
Trade receivable 10,314.39 8,495.82 7,233.99 6,266.71 4,661.99
Unbilled revenue 1,434.59 1,064.61 1,014.02 821.66 1,142.06
Cash and bank 1,334.34 1,455.40 1,135.87 1,229.35 1,312.75
Short-term loans and advances 5,407.21 3,510.19 2,958.83 2,972.46 2,798.83
19,112.85 15,928.13 12,560.01 11,645.77 10,946.38
TOTAL ASSETS 29,068.71 25,058.09 21,893.69 19,814.75 18,978.62
60
RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES
` Million
Income
Revenue from operations 47,444.03 46,439.40 36,134.21 29,595.55 22,837.41
Other income 887.80 (810.92) 167.35 89.99 710.09
Total income 48,331.83 45,628.48 36,301.56 29,685.54 23,547.50
Expenses
Employee benefit expenses 28,064.72 26,456.57 21,085.73 17,700.80 14,153.66
Operating expenses 4,605.35 4,207.52 2,877.76 2,233.79 1,928.47
Sales, administration and other expenses 5,224.97 5,123.26 4,125.00 3,466.23 3,091.93
37,895.04 35,787.35 28,088.49 23,400.82 19,174.06
Operating profit 10,436.79 9,841.13 8,213.07 6,284.72 4,373.44
Finance cost 104.18 297.69 197.67 358.03 92.56
Depreciation on tangible assets 659.89 502.68 452.77 408.07 385.29
Amortisation of intangible assets 247.41 180.23 169.70 157.77 209.70
1,011.48 980.60 820.14 923.87 687.55
Profit before extraordinary items and tax 9,425.31 8,860.53 7,392.93 5,360.85 3,685.89
Profit from continuing operations before tax 9,425.31 8,282.58 6,625.04 5,360.85 3,685.89
Tax expense for continuing operations
Current tax 1,602.82 1,650.04 1,621.05 1,276.01 603.04
Deferred tax 92.87 238.27 (37.65) 37.19 (46.31)
1,695.69 1,888.31 1,583.40 1,313.20 556.73
Profit from continuing operations after tax 7,729.62 6,394.27 5,041.64 4,047.65 3,129.16
Profit from discontinued operations before - 577.95 767.89 - -

tax
Tax expense for discontinued operations
Current tax - 127.05 193.83 - -
Profit from discontinued operations after tax - 450.90 574.06 - -
Net profit before extraordinary item 7,729.62 6,845.17 5,615.70 4,047.65 3,129.16
Extraordinary item (net of tax) - 2,177.88 - - -
Net profit after tax before restatement 7,729.62 9,023.05 5,615.70 4,047.65 3,129.16
adjustments
Restatement adjustment:
Change in accounting policy
Amortisation of cost of long-term projects 6.35 9.52 (15.87) 11.62 33.08
Net profit before extraordinary item as 7,735.97 6,854.69 5,599.83 4,059.27 3,162.24
restated
Extraordinary item (net of tax) as restated - 2,177.88 - - -
Net profit after tax as restated 7,735.97 9,032.57 5,599.83 4,059.27 3,162.24
61
RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
` Million
A. Cash flow from operating activities
Net profit before tax as restated 9,431.66 8,870.05 7,377.06 5,372.47 3,718.97
(excluding extraordinary items)
Adjustments for:
Depreciation and amortisation 907.30 682.91 622.47 565.84 594.99
Employees stock options amortised - 2.28 7.38 19.21 43.03
Interest (net) 38.23 10.34 45.54 29.67 (1.99)
Unrealised foreign exchange loss (gain) (558.20) (536.06) (700.13) (362.69) (409.84)
(Profit) on sale of current investments (119.62) (60.48) (84.47) (82.42) (106.66)
Diminution in value of investment - - - - 0.03
(Profit)/loss on sale of fixed assets 3.16 (3.46) (2.88) (3.39) (12.23)
Operating profit before working 9,702.53 8,965.58 7,264.97 5,538.69 3,826.30
capital changes
Changes in working capital

(Increase)/decrease in trade receivables (2,226.73) (1,454.27) (1,204.56) (1,197.83) (967.11)
(Increase)/decrease in other receivables (44.55) (580.58) 419.65 (219.17) (546.15)
Increase/(decrease) in trade & other 1,016.45 1,333.56 390.03 160.16 1,112.49
payables
(Increase)/decrease in working capital (1,254.83) (701.29) (394.88) (1,256.84) (400.77)
Cash generated from operations 8,447.70 8,264.29 6,870.09 4,281.85 3,425.53

Direct taxes paid (2,643.01) (2,133.42) (2,040.89) (1,032.32) (740.16)
Net cash from operating activities 5,804.69 6,130.87 4,829.20 3,249.53 2,685.37
B. Cash flow from investing activities

Purchase of fixed assets (1,114.24) (957.94) (1,244.81) (1,232.17) (907.94)
Sale of fixed assets 24.99 154.40 56.36 27.05 57.17
(Purchase)/sale of current 899.41 (1,124.33) 242.76 797.97 615.75
investments(net)
Disinvestment in subsidiary - 1,202.97 - - -
Investment in subsidiaries (806.96) (329.83) (2.01) - (2,806.32)
Interest received 17.99 84.18 41.69 47.18 64.88
Net cash used in investing activities (978.81) (970.55) (906.01) (359.97) (2,976.46)
before extra ordinary items
Extraordinary items
Proceeds from sale of PES buisness (net) - 3,796.97 - - -
Loss on winding up of subsidiary - (1,202.97) - - -
Net cash from investing activities after (978.81) 1,623.45 (906.01) (359.97) (2,976.46)
extra ordinary items
C. Cash flow from financing activities

Proceeds from/(repayment) of 1,040.09 (984.57) (445.38) 64.28 1,947.66
borrowings
Interest paid (56.22) (94.52) (87.23) (76.85) (62.89)
Dividend paid (4,805.25) (5,514.75) (3,031.50) (2,547.75) (1,515.75)
62
Tax on dividend paid (1,125.56) (840.95) (452.56) (412.64) (304.89)
Net cash from financing activities (4,946.94) (7,434.79) (4,016.67) (2,972.96) 64.13
Net increase in cash and cash (121.06) 319.53 (93.48) (83.40) (226.96)
equivalents
Cash and cash equivalents at March 31 1,455.40 1,135.87 1,229.35 1,312.75 1,539.71
of previous year
Cash and cash equivalents at March 1,334.34 1,455.40 1,135.87 1,229.35 1,312.75
31
63
RESTATED CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
` Million
Shareholders' funds
Share capital 161.25 161.25 161.25 161.25 161.25
Reserves and surplus 20,102.23 15,941.68 13,226.74 10,892.35 11,196.48
Total equity 20,263.48 16,102.93 13,387.99 11,053.60 11,357.73
Minority interest 3.88 1.98 1.21 - -
Long-term borrowings 138.89 266.29 361.90 452.22 -
Deferred tax liabilities 238.03 413.85 207.20 118.28 27.42
Other long-term liabilities 538.35 729.11 1,256.88 2,022.19 815.66
Long-term provisions 103.71 131.06 94.30 51.25 36.23
1,018.98 1,540.31 1,920.28 2,643.94 879.31
Current liabilities
Short-term borrowings 1,897.48 700.70 1,853.88 2,179.62 2,157.23
Current maturities of long-term borrowings 138.89 133.14 120.63 56.53 -
Trade payables 2,719.47 2,414.80 2,065.18 2,015.02 2,079.83
Other current liabilities 1,723.48 3,735.89 2,520.34 1,712.33 836.66
Short-term provisions 2,815.44 2,376.64 1,786.04 1,618.44 2,127.06
9,294.76 9,361.17 8,346.07 7,581.94 7,200.78
ASSETS
Non-current assets
Fixed assets
Tangible assets 2,749.82 2,794.65 2,449.87 2,263.44 1,718.90
Intangible assets 4,084.52 3,693.11 4,540.84 4,058.70 3,514.13
7,086.12 7,054.93 8,414.27 7,397.84 5,995.55
Non-current investments - - - 20.00 60.39
Deferred tax assets 10.29 1.89 59.07 21.30 58.06
Long-term loans and advances 2,439.79 2,534.84 1,931.57 1,366.79 1,794.73
9,536.20 9,591.66 10,404.91 8,805.93 7,908.73
Current assets
Current investments 1,035.51 1,687.77 486.63 570.51 1,031.39
Inventory - - - - 3.08
Trade receivable 10,901.16 9,309.86 7,410.52 6,845.50 5,260.25
Unbilled revenue 1,544.50 1,194.16 1,333.45 895.05 1,177.61
Cash and bank 2,009.21 1,589.11 1,193.72 1,321.09 1,462.41
Short-term loans and advances 5,554.52 3,633.83 2,826.32 2,841.40 2,594. 35
21,044.90 17,414.73 13,250.64 12,473.55 11,529.09
TOTAL ASSETS 30,581.10 27,006.39 23,655.55 21,279.48 19,437.82
64
RESTATED CONSOLIDATED SUMMARY STATEMENT OF PROFITS AND LOSSES
` Million
Income
Other income 915.00 (833.18) 221.04 95.84 715.11
Total income 50,695.36 48,371.80 38,735.43 31,915.99 24,626.87
Expenses
Sales, administration and other expenses 5,607.43 5,259.07 4,403.55 3,711.94 3,270.19
39,735.79 37,732.15 29,809.48 24,922.52 19,973.66
Finance cost 104.19 305.34 208.12 342.42 96.48

1,683.59 1,605.09 1,439.80 1,391.05 903.23
Profit before extraordinary items and 9,275.98 9,034.56 7,486.15 5,602.42 3,749.98
tax
Profit from continuing operations 9,266.26 8,541.36 6,778.37 5,602.42 3,749.98

before tax

Current tax 1,630.45 1,681.03 1,631.00 1,289.27 641.48
Deferred tax 35.76 261.85 46.99 119.79 (54.27)
1,666.21 1,942.88 1,677.99 1,409.06 587.21
Profit from continuing operations after 7,600.05 6,598.48 5,100.38 4,193.36 3,162.77
tax
Profit from discontinued operations 9.72 493.20 707.78 - -

before tax
Tax expense for discontinuing operations
Current tax 1.69 129.25 191.54 - -
Profit from discontinued operations 8.03 363.95 516.24 - -
after tax
Profit for the year before minority 7,608.08 6,962.43 5,616.62 4,193.36 3,162.77
interest
Extraordinary item (net of tax) 79.08 3,002.42 - - -
adjustments
Restatement adjustments:
Changes in accounting policies
Amortisation of goodwill - (85.08) 137.06 132.89 107.77
Provision for tax - - - (6.39) 6.39
Amortisation of cost of long-term projects 6.35 9.52 (15.87) 11.62 33.08
65
6.35 (75.56) 121.19 138.12 147.24
Extraordinary item
Goodwill written off - (605.10)
restated
Extraordinary item (net of tax) as 79.08 2,397.32 - - -
restated
66
RESTATED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
` Million

Net profit before tax as restated (excluding 9,282.33 8,959.00 7,607.34 5,740.54 3,897.22
extraordinary items)
Adjustments for:
Depreciation and amortisation 1,579.41 1,384.83 1,094.62 915.74 698.98
Interest (net) 33.42 27.26 67.70 26.66 (0.35)
Translation reserve (80.26) 51.72 524.13 (403.14) 75.45
Operating profit before working capital 10,112.10 9,827.07 8,992.21 5,833.30 4,150.96
changes

(Increase)/decrease in inventory - - - 3.08 0.19
Increase/(decrease) in trade & other payables 1,164.84 1,332.60 (241.25) 79.21 1,260.40
(Increase)/decrease in working capital (922.44) (1,407.54) (819.40) (1,401.86) (318.35)

Net cash from operating activities before 6,422.54 6,278.61 6,076.49 3,363.18 3,094.08
extraordinary item

Purchase of fixed assets (1,964.04) (1,183.28) (2,535.83) (1,638.52) (3,758.50)
(Purchase)/sale of current investments (net) 793.52 (1,121.56) 207.63 588.29 616.10
Net cash used in investing activities before (1,122.58) (1,996.31) (2,241.75) (971.17) (3,017.66)
extraordinary items
Extraordinary item
Proceeds from sale of PES Business(net) 93.95 3,799.62 - - -
Net cash used in investing activities after (1,028.63) 1,803.31 (2,241.75) (971.17) (3,017.66)
extraordinary items

Proceeds from/(repayment) of borrowings 1,013.23 (1,228.66) (377.21) 488.31 1,489.98
Interest paid (56.23) (102.17) (97.68) (61.25) (66.81)
Dividend paid (4,805.25) (5,514.75) (3,031.50) (2,547.75) (1,515.75)
Proceeds from issue of shares to minority - - 1.21 - -
shareholders
67
Net cash from financing activities (4,973.81) (7,686.53) (3,962.11) (2,533.33) (397.47)
Net increase in cash and cash equivalents 420.10 395.39 (127.37) (141.32) (321.05)
Cash and cash equivalents at March 31 of 1,589.11 1,193.72 1,321.09 1,462.41 1,783.46
previous year
Cash and cash equivalents at March 31 2,009.21 1,589.11 1,193.72 1,321.09 1,462.41
68
THE OFFER
Offer of Equity Shares(1) Up to 17,500,000 Equity Shares
Of which
A) QIB portion(2)(3) [] Equity Shares
Of which
Anchor Investor Portion Up to [] Equity Shares
Available for allocation to Mutual Funds only (5% of the QIB [] Equity Shares
category (excluding the Anchor Investor Portion))
Balance of QIB category for all QIBs including Mutual Funds [] Equity Shares
B) Non-Institutional Category(3) Not less than [] Equity Shares
C) Retail Category(3) Not less than [] Equity Shares
Equity Shares pre and post Offer
Equity Shares outstanding prior to the Offer 161,250,000 Equity Shares

Equity Shares outstanding after the Offer [] Equity Shares
(1) The Equity Shares held by the Selling Shareholder in the Offer have been held by them for more than a period of one year as on date of the
Draft Red Herring Prospectus. The Offer has been authorised by the Selling Shareholder pursuant to its board resolution passed on July 31,
2015.
(2) Our Company and the Selling Shareholder, in consultation with the BRLMs, may allocate up to 60% of the QIB Category to Anchor
Investors on a discretionary basis in accordance with the SEBI Regulations. One third of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.
For further details, see Offer Procedure beginning on page 364.
(3) Under-subscription, if any, in any category, except in the QIB category, would be allowed to be met with spill over from any other category
or combination of categories at the discretion of our Company and the Selling Shareholder, in consultation with the BRLMs and the
Designated Stock Exchange.
Allocation to investors in all categories, except the Retail Category and the Anchor Investor Portion, if any, shall be
made on a proportionate basis.
69
GENERAL INFORMATION
Our Company was incorporated as L&T Information Technology Limited on December 23, 1996 at Mumbai as a
public limited company under the Companies Act, 1956. The RoC issued the certificate of incorporation dated
December 23, 1996. Our Company received the certificate of commencement of business on March 25, 1997.
Subsequently, the name of our Company was changed to Larsen & Toubro Infotech Limited pursuant to a special
resolution passed by our Shareholders at the EGM held on June 11, 2001. Pursuant to the change of name, a fresh
certificate of incorporation was issued to our Company by the RoC on June 25, 2001.
For details of the business of our Company, see Our Business beginning on page 119.
Registered Office of our Company
L&T House
Ballard Estate
Mumbai 400 001
Tel: (91 22) 6752 5656
Fax: (91 22) 6752 5893
E-mail: investor@lntinfotech.com
Website: www.lntinfotech.com
Corporate Identification Number: U72900MH1996PLC104693
Registration Number: 104693
Corporate Office of our Company
L&T Technology Center,

Gate No.5, Saki Vihar Road
Powai
Mumbai 400 072
Tel: (91 22) 6776 6776
Fax: (91 22) 2858 1130
Address of the RoC
Our Company is registered with the Registrar of Companies, Maharashtra, situated at 100, Everest, Marine Drive,
Mumbai 400 002.
Board of Directors
The Board of our Company comprises the following Directors as on the date of filing of this Draft Red Herring
Prospectus:
Name Designation DIN Address

A. M. Naik Non-Executive Chairman 00001514 High Trees, 54 Pali Hill, Bandra (W),
Mumbai 400 050
Sanjay Jalona Chief Executive Officer and 07256786 79/9, Sunny Brooks, Sarjapur Road,
Managing Director Bengaluru 560 035
S. N. Subrahmanyan Non-Executive Director 02255382 E-116, 16th Cross Street, Besant Nagar,
Chennai 600 090
Samir Desai Independent Director 01182256 7050 NW 126 Terrace, Parkland,

Florida 33076, United States of
America
70
Name Designation DIN Address
M. M. Chitale Independent Director 00101004 4/46, Vishnuprasad Society, Shahaji
Raje Marg, Vile Parle (East), Mumbai
400 057
Vedika Bhandarkar Independent Director 00033808 B-8, Sea Face Park, 50 Bhulabhai Desai
Road, Mumbai 400 026
For further details of our Directors, see Our Management beginning on page 157.
Chief Financial Officer

A. K. Sonthalia
L&T Technology Center
Powai
Mumbai 400 072
Tel: (91 22) 6776 6776
Fax: (91 22) 2858 1130
E-mail: cfo@lntinfotech.com
Company Secretary and Compliance Officer

S. K. Bhatt
Powai
Mumbai 400 072
Tel: (91 22) 6776 6776
Fax: (91 22) 2858 1130
Investors can contact the Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-
Offer or post-Offer related problems, such as non receipt of letters of Allotment, non credit of Allotted Equity
Shares in the respective beneficiary account, non receipt of refund orders and non receipt of funds by
electronic mode.
Book Running Lead Managers

Citigroup Global Markets India Private Limited Kotak Mahindra Capital Company Limited
1202, 12th Floor 1st Floor, 27 BKC, Plot No. 27, G Block
First International Financial Centre, G-Block Bandra Kurla Complex
Bandra Kurla Complex Bandra (East), Mumbai 400 051
Bandra East Tel: (91 22) 4336 0000
Mumbai 400 051 Fax: (91 22) 6713 2447
Tel: (91 22) 6175 9999 E-mail: lntinfotech.ipo@kotak.com
Fax: (91 22) 6175 9961 Website: http://investmentbank.kotak.com
E-mail: ltinfotech.ipo@citi.com Investor grievance e-mail: kmccredressal@kotak.com
Website:www.online.citibank.co.in/rhtm/citigroupglob Contact person: Ganesh Rane
alscreen1.htm SEBI Registration No.: INM000008704
Investor grievance e-mail: investors.cgmib@citi.com
Contact person : Gursartaj Singh Nijjar
SEBI registration number: INM000010718
Barclays Bank PLC ICICI Securities Limited

801/808 Ceejay House ICICI Centre, H.T. Parekh Marg
Shivsagar Estate Churchgate
Dr. A. Besant Road, Worli Mumbai 400 020
71
Mumbai 400 018 Tel : (91 22) 2288 2460
Tel: (91 22) 6719 6001 Fax : (91 22) 2282 6580
Fax: (91 22) 6719 6187 E-mail: lntinfotech.ipo@icicisecurities.com
E-mail: LnTInfotechIPO@barclays.com Investor grievance e-mail:
Website:http://www.barclays.in/investment- customercare@icicisecurities.com
banking/index.html Website: www.icicisecurities.com
Investor grievance e-mail: Contact persons: Prem Dcunha / Anurag Byas
BBPLCconcerns@barclays.com SEBI Registration No.: INM000011179
Contact person: Raahi Kapadia
SEBI registration number: INM000002129
Syndicate Members
[]
Indian Legal Counsel to our Company

Cyril Amarchand Mangaldas
5th Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel
Mumbai 400 013
Tel: (91 22) 2496 4455
Fax: (91 22) 2496 3666
Indian Legal Counsel to the BRLMs
S&R Associates
One Indiabulls Centre
1403, Tower 2B
841 Senapati Bapat Marg
Lower Parel
Mumbai 400 013
Tel: (91 22) 4302 8000
Fax: (91 22) 4302 8001
International Legal Counsel to the BRLMs

Clifford Chance Pte Ltd
12 Marina Boulevard
25th Floor, Marina Bay Financial Centre Tower 3
Singapore 018 982
Tel: (65) 6410 2200
Fax: (65) 6410 2288
Auditors to our Company

Sharp & Tannan, Chartered Accountants
Ravindra Annexe, 194
Churchgate Reclamation
Dinshaw Vachha Road
Churchgate, Mumbai 400 020
Tel: (91 22) 2204 7722/23
Fax: (91 22) 6633 8352
E-mail: admin.mumbai@sharpandtannan.com
Firm Registration number: 109982W
Bankers to the Offer and/or Escrow Collection Banks

[]
72
Refund Bankers
[]
Lenders to our Company
Citibank N.A. Standard Chartered Bank
First International Financial Centre (FIFC) Crescenzo, C38/39, G-Block,

Bandra Kurla Complex 6th Floor,
Bandra (East) Opp. MCA Club
Mumbai 400 051 Bandra Kurla Complex,Bandra (East)
Tel: (91 22) 6175 5268 Mumbai 400 051
Fax: (91 22) 4006 5847 Tel: (91 22) 6115 8389 / 98200 02020
E-mail: nandini.basu@citi.com Fax: (91 22) 6115 7800
Website: www.citibank.co.in E-mail: ramesh.nainani@sc.com
Contact person: Nandini Basu Website: www.standardchartered.com
Contact person: Ramesh Nainani
BNP PARIBAS Barclays Bank PLC
BNP Paribas House 801/808 Ceejay House,

Bandra Kurla Complex Shivsagar Estate, Dr. A. Besant Road,
Bandra (East) Worli
Mumbai 400 051 Mumbai 400 018
Tel: (91 22) 6196 4000 Tel: (91 22) 6719 6000
Fax: (91 22) 6196 5057 Fax: (91 22) 6719 6187
E-mail: sonal.shah@asia.bnpparibas.com E-mail: taranjit.jaswal@barclays.com
Website: www.bnpparibas.co.in Website: www.barclays.in
Contact person: Sonal Shah Contact person: Taranjit Jaswal
Bank of America N.A. The Hongkong and Shanghai Banking Corporation

Limited
18th Floor, Express Towers
Nariman Point 52/60, M G Road
Mumbai 400 021 Fort
Tel: (91 22) 6632 3000 Mumbai 400 001
Fax: (91 22) 2287 0981 Tel: (91 22) 2268 1180
E-mail: india.clientservices@baml.com Fax: (91 22) 6653 6014
Website: www.bofaml.com/en-us/content/apac- E-mail: info@hsbc.co.in
india Website: www.hsbc.co.in
Contact person: Vivek Jain Contact person: Piyush Agarwal
JP Morgan Chase Bank, N.A., Mumbai Branch
J.P. Morgan Tower, 7th Floor

Off CST Road, Kalina
Santacruz East
Mumbai 400 098
Tel: (91 22) 6157 3755
Fax: (91 22) 6157 3911
E-mail: pd.singh@jpmorgan.com
Website: www.jpmorgan.com
Contact person: PD Singh
[]
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Bankers to our Company
Citibank N.A. Standard Chartered Bank
First International Financial Centre (FIFC) Crescenzo, C38/39, G-Block

Bandra Kurla Complex 6th Floor
Bandra (East) Opp. MCA Club
Mumbai 400 051 Bandra Kurla Complex
Tel: (91 22) 6175 5268 Bandra (East)
Fax: (91 22) 4006 5847 Mumbai 400 051
E-mail: nandini.basu@citi.com Tel: (91 22) 6115 8389 / 98200 02020
Website: www.citibank.co.in Fax: (91 22) 6115 7800
Contact person: Nandini Basu E-mail: ramesh.nainani@sc.com
Website: www.standardchartered.com
Contact person: Ramesh Nainani
Barclays Bank PLC ICICI Bank Limited
801/808 Ceejay House ICICI Bank Towers

Shivsagar Estate, Dr. A. Besant Road Bandra Kurla Complex, Bandra (East)
Worli, Mumbai 400 018 Mumbai 400 051
Tel: (91 22) 6719 6000 Tel: (91 22) 2653 6555
Fax: (91 22) 6719 6187 Fax: (91 22) 2653 1374
E-mail: taranjit.jaswal@barclays.com E-mail: pankaj.agrawal@icicibank.com
Website: www.barclays.in Website: www.icicibank.com
Contact person: Taranjit Jaswal Contact person: Pankaj Agrawal
The Hongkong and Shanghai Banking Corporation

Limited
52/60, M G Road
Fort, Mumbai 400 001
Tel: (91 22) 2268 1180
Fax: (91 22) 6653 6014
E-mail: info@hsbc.co.in
Website: www.hsbc.co.in
Contact person: Piyush Agarwal
Registrar to the Offer
Sharepro Services (India) Private Limited

13 AB, Samhita Warehousing Complex
2nd floor, Sakinaka Telephone Exchange Lane
Andheri - Kurla Road
Sakinaka
Andheri (East)
Mumbai 400 072
Tel: (91 22) 6191 5400
Fax: (91 22) 6191 5444
E-mail: prakashk@shareproservices.com
Investor grievance e-mail: ltinfo@shareproservices.com
Website: www.shareproservices.com
Contact person: Prakash A Khare
SEBI Registration No.: INR000001476
All grievances relating to the non-ASBA process may be addressed to the Registrar to the Offer, giving full details
74
such as name of the sole or first Bidder, Bid cum Application Form number, Bidders DP ID, Client ID, PAN, date of
the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Bid cum Application Form and the name and address of the Syndicate Member at the Specified
Locations or Registered Broker at the Broker Centre where the Bid cum Application Form was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the relevant
SCSBs and the Syndicate Members at the Specified Locations or the Registered Brokers with whom the Bid cum
Application Form was submitted. In addition to the information indicated above, the ASBA Bidder should also
specify the Designated Branch or the collection centre of the SCSB or the address of the centre of the Syndicate
Member at the Specified Locations or the Registered Brokers at the Broker Centres where the Bid cum Application
Form was submitted by the ASBA Bidder.
Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor shall also
enclose the acknowledgment from the Registered Broker in addition to the documents/ information mentioned
hereinabove.
Self Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as the SCSBs for the ASBA process is provided on the
website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries and updated from
time to time. For details of the Designated Branches which shall collect Bid cum Application Forms from the ASBA
Bidders, please refer to the above-mentioned link. Further, the branches of the SCSBs where the Syndicate at the
Specified Locations could submit the Bid cum Application Form are provided on the aforementioned website of
SEBI.
Registered Brokers
Bidders can submit Bid cum Application Forms in the Offer using the stock broker network of the Stock Exchanges,
i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as
postal address, telephone number and e-mail address, is provided on the websites of the BSE and the NSE at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively. In relation to ASBA
Bids submitted to the Registered Brokers at the Broker Centres, the list of branches of the SCSBs at the Broker
Centres named by the respective SCSBs to receive deposits of the Bid cum Application Forms from the Registered
Brokers will be available on the website of SEBI (www.sebi.gov.in) and updated from time to time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory Auditors namely, Sharp & Tannan, Chartered
Accountants to include their name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Draft Red
Herring Prospectus and as an expert defined under Section 2(38) of the Companies Act, 2013 in respect of the
report of the Auditors dated July 27, 2015 on the Restated Financial Statements, and the statement of tax benefits
dated September 18, 2015 included in this Draft Red Herring Prospectus and such consent has not been withdrawn as
on the date of this Draft Red Herring Prospectus. As the Equity Shares in the Offer will not be registered under the
U.S. Securities Act, any references to the term expert herein and the Statutory Auditors consent to be named as an
expert to the Offer are not in the context of a U.S. registered offering of securities.
Monitoring Agency
The Offer being an offer for sale, our Company will not receive any proceeds from the Offer and is not required to
appoint a monitoring agency for the Offer.
Appraising Entity
No appraising agency has been appointed in respect of any project of our Company.
75
Inter-se allocation of Responsibilities:
The following table sets forth the inter-se allocation of responsibilities for various activities among the BRLMs for the
Offer:
Sr. Activity Responsibility Coordination

No.
1. Capital structuring with the relative components and Citi, Kotak, Barclays Citi
formalities, such as composition of debt and equity, type of and I-Sec
instruments, etc
2. Pre Offer Due Diligence on our Company, DRHP Drafting, Citi, Kotak, Barclays Citi
and compliance and completion of prescribed formalities with and I-Sec
the Stock Exchanges, RoC and SEBI including finalisation of
Prospectus and RoC filing
3. Coordinating approval of all statutory advertisement and Citi, Kotak, Barclays Kotak
publicity material other than statutory advertisement as and I-Sec
mentioned above including corporate advertisement, brochure,
etc
4. Appointment of Bankers to the Offer, printers, public relations Citi, Kotak, Barclays Barclays
agency and other intermediaries viz. Registrar etc and I-Sec
5. Preparation of the roadshow presentation Citi, Kotak, Barclays Citi

and I-Sec
6. Preparation of FAQ Citi, Kotak, Barclays Barclays
and I-Sec
7. International Institutional marketing which will cover, inter Citi, Kotak, Barclays Citi
alia, and I-Sec
Finalising the list and division of investors for one to one
meetings; and
Finalizing road show schedule and investor meeting
schedules
8. Domestic Institutional marketing which will cover, inter alia, Citi, Kotak, Barclays Kotak
finalising domestic road show schedule and investor and I-Sec
meeting schedules
9. Conduct Non-Institutional Marketing of the Offer; and Citi, Kotak, Barclays I-Sec
Finalising Media and Public Relations Strategy and I-Sec
10. Conduct Retail Marketing of the Offer; Citi, Kotak, Barclays I-Sec
Finalising centers for holding conferences for brokers etc.; and I-Sec
Finalising collection centers; and
Follow-up on distribution of publicity and Offer material
including form, prospectus and deciding on the stationery
11. Finalisation of pricing in consultation with our Company and Citi, Kotak, Barclays Citi
the selling shareholders (if any) and I-Sec
12. Managing the book, co-ordination with the Stock Exchanges for Citi, Kotak, Barclays Barclays
book building software, bidding terminals and mock trading and I-Sec
13. Post-Bidding activities - management of escrow accounts, co- Citi, Kotak, Barclays I-Sec
76
Sr. Activity Responsibility Coordination
No.
coordinating underwriting, co-ordination of non-institutional and I-Sec
allocation, announcement of allocation and dispatch of refunds
to Bidders, etc
Credit Rating
As this is an issue of Equity Shares, there is no credit rating for the Offer.
Trustees
As this is an offer of Equity Shares, the appointment of trustees is not required.
Book Building Process
The book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis of
the Red Herring Prospectus within the Price Band, which will be decided by our Company and the Selling
Shareholder, in consultation with the BRLMs, and which shall be notified in [] editions of the English national
newspaper [], [] editions of the Hindi national newspaper [], and [] edition of the Marathi newspaper []
(Marathi being the regional language of Maharashtra, where the Registered Office is located), each with wide
circulation at least five Working Days prior to the Bid/Offer Opening Date. The Offer Price shall be determined by
our Company and the Selling Shareholder in consultation with the BRLMs after the Bid/Offer Closing Date. The
principal parties involved in the Book Building Process are:
our Company;
the Selling Shareholder;
the BRLMs;
the Syndicate Members;
the SCSBs;
the Registered Brokers;
the Registrar to the Offer; and
the Escrow Collection Bank(s).
In the event that the Bids received from Retail Individual Bidders exceeds [] Equity Shares, then the maximum
number of Retail Individual Bidders who can be Allotted the minimum Bid Lot will be computed by dividing the
total number of the Equity Shares available for Allotment to Retail Individual Bidders by the minimum Bid Lot
(Maximum RIB Allottees). The Allotment to Retail Individual Bidders will then be made in the following manner:
In the event that the number of Retail Individual Bidders who have submitted valid Bids in the Offer is equal to
or less than Maximum RIB Allottees, (i) Retail Individual Bidders shall be Allotted the minimum Bid Lot and
(ii) the balance Equity Shares, if any, remaining in the Retail Category shall be Allotted on a proportionate
basis to the Retail Individual Bidders who have received Allotment as per (i) above for less than the Equity
Shares Bid by them (i.e. who have Bid for more than the minimum Bid Lot).
In the event that the number of Retail Individual Bidders who have submitted valid Bids in the Offer is more
than Maximum RIB Allottees, the Retail Individual Bidders (in that category) who will then be allotted
minimum Bid Lot shall be determined on draw of lots basis.
77
In terms of Rule 19(2)(b)(iii) of the SCRR, this is an Offer for at least 10% of the post Offer paid-up Equity Share
capital of our Company. The Offer is being made under Regulation 26(1) of the SEBI Regulations and through a Book
Building Process wherein not more than 50% of the Offer shall be allocated on a proportionate basis to QIBs,
provided that our Company and the Selling Shareholder may allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis at the Anchor Investor Allocation Price, out of which atleast one-third will be
available for allocation to domestic Mutual Funds only. In the event of non-Allotment in the Anchor Investor Portion,
the balance Equity Shares in the Anchor Investor Portion shall be added to the net QIB Portion.
5% of the net QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate
basis to Mutual Funds only and the remainder of the net QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids
being received at or above the Offer Price. In the event of under-subscription in the Mutual Fund Portion, the balance
Equity Shares in the Mutual Fund Portion will be allocated to QIBs on a proportionate basis, subject to valid bids
being received at or above the Offer Price.
Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional
Investors and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI Regulations, subject to valid Bids being received at or above the Offer Price. Under-
subscription if any, in any category, except in the QIB Category, would be allowed to be met with spill over from any
other category or a combination of categories at the discretion of our Company and the Selling Shareholder in
consultation with the BRLMs and the Designated Stock Exchange. For further details, see Offer Procedure and
Offer Structure on pages 364 and 359, respectively.
QIBs (excluding Anchor Investors) and Non-Institutional Bidders can participate in the Offer only through the
ASBA process and Retail Individual Bidders have the option to participate through the ASBA process. Anchor
Investors are not permitted to participate through the ASBA process.
In accordance with the SEBI Regulations, QIBs Bidding in the QIB Portion and Non-Institutional Bidders
Bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids (in terms of
the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their
Bids during the Bid/Offer Period and withdraw their Bids until finalisation of the Basis of Allotment. Further,
Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Offer Period. Allocation to the
Anchor Investors will be on a discretionary basis. For further details, see Offer Structure and Offer Procedure
beginning on pages 359 and 364, respectively.
Our Company and the Selling Shareholder will comply with the SEBI Regulations and any other ancillary directions
issued by SEBI for this Offer. In this regard, our Company and the Selling Shareholder have appointed the BRLMs to
manage the Offer and procure Bids for the Offer.
The process of Book Building under the SEBI Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to submitting a
Bid in the Offer.
Illustration of Book Building Process and Price Discovery Process
Investors should note that this example is solely for illustrative purposes and is not specific to the Offer; it also
excludes Bidding by Anchor Investors.
Bidders can bid at any price within the price band. For instance, assume a price band of 20 to 24 per share, issue
size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table below. A
graphical representation of the consolidated demand and price would be made available at Bidding centres during the
Bidding period. The illustrative book given below shows the demand for the equity shares of the issuer company at
various prices and is collated from bids received from various investors.
Bid Quantity Bid Amount () Cumulative Quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50.00%
78
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the
desired number of equity shares is the price at which the book cuts off, i.e., 22.00 in the above example. The issuer,
in consultation with the book running lead managers, will finalise the issue price at or below such cut-off price, i.e., at
or below 22.00. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation
in the respective categories.
Steps to be taken by Bidders for Bidding:
1. Check eligibility for making a Bid (see Offer Procedure Who Can Bid? on page 365);
2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
Application Form;
3. Except for Bids (i) on behalf of the Central or the State Governments and the officials appointed by courts,
who, in terms of the circular dated June 30, 2008 issued by SEBI, may be exempt from specifying their
PAN for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who,
in terms of the circular dated July 20, 2006 issued by SEBI, may be exempted from specifying their PAN
for transacting in the securities market, for Bids of all values, ensure that you have mentioned your PAN
allotted under the Income Tax Act in the Bid cum Application Form. In accordance with the SEBI
Regulations, the PAN would be the sole identification number for participants transacting in the securities
market, irrespective of the amount of transaction (see Offer Procedure- Field Number 2: PAN number of
Sole/First Bidder/Applicant from pages 382 to 383;
4. Ensure that the Bid cum Application Form is duly completed as per the instructions given in the Red
Herring Prospectus and in the Bid cum Application Form;
5. Bids by QIBs (except Anchor Investors) and the Non-Institutional Bidders shall be submitted only through
the ASBA process;
6. Bids by non-ASBA Bidders will have to be submitted to the Syndicate (or their authorised agents) at the
bidding centers or the Registered Brokers at the Broker Centers; and
7. Bids by ASBA Bidders will have to be submitted to the Designated Branches or the Syndicate at the
Specified Locations or the Registered Brokers at the Broker Centres in physical form. It may also be
submitted in electronic form to the Designated Branches of the SCSBs only. ASBA Bidders should ensure
that the ASBA Accounts have adequate credit balance at the time of submission to the SCSB or the
Syndicate or the Broker to ensure that the Bid cum Application Form submitted by the ASBA Bidders is
not rejected. In relation to ASBA Bids submitted to the Registered Brokers at the Broker Centres, the list of
branches of the SCSBs at the Broker Centres named by the respective SCSBs to receive deposits of the Bid
cum Application Forms from the Registered Brokers will be available on the website of SEBI
(www.sebi.gov.in) and updated from time to time.
For further details for the method and procedure for Bidding, see Offer Procedure beginning from page 364.
Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final approval of the RoC after the
Prospectus is filed with the RoC and (ii) final listing and trading approvals of the Stock Exchanges, which our
Company shall apply for after Allotment.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company and the Selling Shareholder propose to enter into an Underwriting Agreement with the
79
Underwriters for the Equity Shares proposed to be offered through the Offer. The Underwriting Agreement is dated
[]. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will
be subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.).
Name, address, telephone number, fax number Indicative number of Equity Amount
and e-mail address of the Underwriters Shares to be underwritten underwritten
(in million)
[] [] []
The above-mentioned is indicative underwriting and will be finalised after pricing and actual allocation and subject to
the provisions of the SEBI Regulations.
In the opinion of our Board of Directors (based on certificates provided by the Underwriters), the resources of the
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock
Exchange(s). The Board of Directors/ Committee of Directors, at its meeting held on [], has accepted and entered
into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment.
Notwithstanding the above, the Underwriters shall be severally responsible for ensuring payment with respect to the
Equity Shares allocated to investors procured by them. In the event of any default in payment, the respective
Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure
purchases for or purchase of the Equity Shares to the extent of the defaulted amount in accordance with the
Underwriting Agreement. The Underwriting Agreement has not been executed as on the date of this Draft Red
Herring Prospectus and our Company and the Selling Shareholder intend to enter into an Underwriting Agreement
with the Underwriters after the determination of the Offer Price and allocation of Equity Shares, but prior to the filing
of the Prospectus with the RoC.
80
CAPITAL STRUCTURE
The Equity Share capital of our Company as at the date of this Draft Red Herring Prospectus is set forth below:
Aggregate value at face Aggregate value at

value Offer Price
A AUTHORISED SHARE CAPITAL
240,000,000 Equity Shares(1) 240,000,000
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

BEFORE THE OFFER
161,250,000 Equity Shares(1) 161,250,000
C PRESENT OFFER IN TERMS OF THIS DRAFT RED

HERRING PROSPECTUS
Offer for Sale of up to 17,500,000 Equity Shares(2) 17,500,000 []
D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

AFTER THE OFFER
[] Equity Shares []
E SECURITIES PREMIUM ACCOUNT

Before the Offer 1,181,240,000
After the Offer []
(1) On September 4, 2015, the Bombay High Court has approved the ISRC Scheme. In accordance with the ISRC Scheme, with effect from
September 21, 2015, the authorised share capital of our wholly owned subsidiary, ISRC, has been added to the authorised share capital of
our Company and accordingly, the authorised share capital of our Company is 240,000,000. No Equity Shares will be issued pursuant to
the ISRC Scheme. For details, see History and Certain Corporate Matters on page 150.
(2) The Offer for Sale has been authorised by the Selling Shareholder pursuant to its board resolution passed on July 31, 2015. The Equity
Shares to be offered in the Offer have been held for a period of at least one year prior to the date of filing of the Draft Red Herring
Prospectus and hence are eligible for being offered for sale in the Offer.
Changes in the Authorised Share Capital of our Company
1. The initial authorised share capital of our Company was sub-divided from 150,000,000 comprising of
15,000,000 equity shares of 10 each to 150,000,000 comprising of 30,000,000 equity shares of face
value of 5 each with effect from March 31, 2002 pursuant to a resolution passed by our Shareholders on
March 30, 2002.
2. The authorised share capital of our Company of 150,000,000 divided into 30,000,000 equity shares of
face value of 5 each was increased to 152,500,000 divided into 30,500,000 equity shares of 5 each
with effect from June 1, 2003 pursuant to a resolution passed by our Shareholders on May 6, 2003.
3. The authorised share capital of our Company of 152,500,000 divided into 30,500,000 equity shares of 5
each was increased to 163,750,000 divided into 32,750,000 Equity Shares of 5 each pursuant to a
resolution passed by our Shareholders on December 7, 2006.
4. The authorised share capital of our Company was sub-divided from 163,750,000 comprising of
32,750,000 equity shares of 5 each to 163,750,000 comprising of 163,750,000 Equity Shares of 1
each pursuant to a resolution passed by our Shareholders on June 22, 2015.
5. The authorised share capital of our Company of 163,750,000 divided into 163,750,000 Equity Shares of
1 each was increased to 200,000,000 divided into 200,000,000 Equity Shares of 1 each pursuant to a
resolution passed by our Shareholders on June 22, 2015.
6. The authorised share capital of our Company of 200,000,000 divided into 200,000,000 Equity Shares of
81
1 each was increased to 240,000,000 divided into 240,000,000 Equity Shares of 1 each with effect from
September 21, 2015, pursuant to the approval of the ISRC Scheme by the Bombay High Court vide its
order dated September 4, 2015.
Notes to the Capital Structure
1. Equity Share Capital history of our Company
(a) The history of the equity share capital of our Company is provided in the following table:
Date of No. of Face Issue Reason for Conside Cumulative Cumulative Cumulative
Allotment equity value Price allotment ration No. of paid-up securities
of equity shares () () equity Equity premium
shares Allotted shares capital ()
()
December 7 10 10 Subscription Cash 7 70 -
23, 1996 to the
Memorandu
m(1)
March 30, 14,999,993 10 10 Rights Cash 15,000,000 150,000,000 -
1998 issue(2)
March 31, Pursuant to the resolution passed by our Shareholders on March 30, 2002, our Company sub-divided its
2002 equity shares from face value of 10 each to face value of 5 each with effect from March 31, 2002.
Therefore, the cumulative number of equity shares pursuant to sub-division was 30,000,000 of face value
of 5 each.
March 28, 2,250,000 5 530 Rights Cash 32,250,000 161,250,000 1,181,240,000
2007 issue(3)
June 22, Pursuant to the resolution of our Shareholders on June 22, 2015, our Company sub-divided its equity
2015 shares from face value of 5 each to face value of 1 each. Therefore, the cumulative number of Equity
Shares pursuant to sub-division is 161,250,000.
(1) Seven share certificates for one equity share each were issued to our Promoter and six individuals who held the
equity shares of our Company as nominees of our Promoter, pursuant to the board resolution passed on January
13, 1997.
(2) 14,999,993 equity shares were allotted by our Company to our Promoter by way of rights issue pursuant to board
resolution passed on March 30, 1998.
(3) 2,250,000 equity shares of our Company were allotted by our Company to our Promoter by way of rights issue
pursuant to board resolution passed on March 28, 2007. The equity shares of our Company were partly paid at the
time of allotment and a payment of 235.55 per equity share was made on application. Subsequently, calls for such
partly paid equity shares of our Company were made for the remaining amount in the tranches of 90.00, 71.94,
98.15 and 34.35 per equity share and the equity shares were fully paid up on September 15, 2009.
(b) The details of the Equity Shares allotted for consideration other than cash:
Our Company has not allotted any Equity Shares for consideration other than cash.
2. History of the Equity Share Capital held by our Promoter
As on the date of this Draft Red Herring Prospectus, our Promoter holds 161,250,000 Equity Shares
(including 60 Equity Shares held by six holders jointly as nominees of our Promoter), constituting 100% of
the issued, subscribed and paid-up Equity Share capital of our Company. The details regarding our
Promoters shareholding is set out below.
(a) Build-up of our Promoters shareholding in our Company
Set forth below is the build-up of the shareholding of our Promoter since incorporation of our
Company:
82
Date of the Nature of No. of equity Nature of Face Issue Percentage Percentage
Transaction Transaction shares Consideration Value Price/ of the pre- of the
() Transfer Offer post- Offer
Price capital capital
per (%) (%)
Equity
Share
()
December Subscription to the 7 Cash 10 10 0.00 []
23, 1996 Memorandum(1)
March 30, Rights issue 14,999,993 Cash 10 10 9.30 []
1998
March 28, Rights issue 2,250,000(2) Cash 5 530 1.40 []
2007
Total 161,250,000(3) 100 []
(1) This includes six individuals who held the equity shares of our Company as nominees of our Promoter. However, on
March 30, 1998, one equity share was transferred by each of Sudhakar Kulkarni, Mohan Wagh, A.M. Naik, Anumolu
Ramakrishna, Mohan Karnani, Y. M. Deosthalee each to the joint shareholding of Sudhakar Kulkarni and our
Promoter, Mohan Wagh and our Promoter, A.M. Naik and our Promoter, Anumolu Ramakrishna and our Promoter,
Mohan Karnani and our Promoter, Y. M. Deosthalee and our Promoter, respectively.
(2) Pursuant to the resolution passed by our Shareholders on March 30, 2002, our Company sub-divided its equity
shares from face value of 10 each to face value of 5 each with effect from March 31, 2002. Therefore, the
cumulative number of equity shares held by our Promoter (including equity shares held jointly as nominees of our
Promoter) as on March 28, 2007 was 32,250,000 equity shares.
(3) Pursuant to the resolution passed by our Shareholders on June 22, 2015, our Company sub-divided its equity shares
from face value of 5 each to face value of 1 each. Therefore, the cumulative number of Equity Shares held by our
Promoter as on date of this Draft Red Herring Prospectus is 161,250,000 (including 60 Equity Shares held jointly as
nominees of our Promoter).
The equity shares allotted by our Company to our Promoter on December 23, 1996 and March 30,
1998 were fully paid-up as on the respective dates. The equity shares allotted by our Company to
our Promoter on March 28, 2007 were fully paid up on September 15, 2009. Our Promoter has
confirmed to our Company and the BRLMs that the Equity Shares held by our Promoter which
shall be locked-in for a period of three years as Promoters contribution have been financed from
its internal accruals and no loans or financial assistance from any bank or financial institution has
been availed by them for this purpose. As of the date of this Draft Red Herring Prospectus, none
of the Equity Shares held by our Promoter are pledged.
(b) Details of Promoters contribution and lock-in:
Pursuant to the SEBI Regulations, an aggregate of 20% of the fully diluted post-Offer Equity
Share capital of our Company held by our Promoter, except for the Equity Shares offered under
the Offer for Sale, shall be locked in as minimum Promoters contribution for a period of three
years from the date of Allotment and our Promoters shareholding in excess of 20% shall be
locked in for a period of one year. The details of the Equity Shares which are eligible for such
lock-in for a period of three years from the date of Allotment are set out in the following table:
Date of Nature of No. of Nature of Face Issue No. of Percent Date up to

the Transaction Equity Considera Value Price/ Equity age of which the
Transacti Shares tion () Transfe Shares the pre- Equity
on r Price locked-in Offer shares are
per capital subject to
Equity (%) lock-in
Share
()
[] [] [] [] [] [] [] [] []
Total []
The minimum Promoters contribution has been brought in to the extent of not less than the
specified minimum lot and from the persons defined as promoter under the SEBI Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for
83
computation of Promoters contribution in terms of Regulation 33 of the SEBI Regulations. In this
connection, we confirm the following:
(i). The Equity Shares offered for Promoters contribution have not been acquired in the last
three years for (a) consideration other than cash and revaluation of assets or capitalisation
of intangible assets; or (b) bonus shares out of revaluation reserves or unrealised profits
of our Company or bonus shares issued against Equity Shares which are otherwise
ineligible for computation of Promoters contribution;
(ii). The Promoters contribution does not include any Equity Shares acquired during the
preceding one year and at a price lower than the price at which the Equity Shares are
being offered to the public in the Offer;
(iii). Our Company has not been formed by the conversion of a partnership firm into a
Company;
(iv). The Equity Shares held by the Promoter and offered for Promoters contribution are not
subject to any pledge; and
(v). All the Equity Shares held by the Promoter are held in dematerialised form.
Other requirements in respect of lock-in:
In addition to 20% of the fully diluted post-Offer shareholding of our Company held by our
Promoter and locked-in for three years as specified above and other than the Equity Shares
subscribed to and Allotted pursuant to the Offer for Sale and Equity Shares allotted to the existing
employees of our Company under the Existing Employee Stock Option Plans and the ESOP
Scheme, 2015, the entire pre-Offer equity share capital of our Company, will be locked-in for a
period of one year from the date of Allotment.
The Equity Shares held by our Promoter which are locked-in for a period of one year from the date
of Allotment may be pledged only with scheduled commercial banks or public financial
institutions as collateral security for loans granted by such banks or public financial institutions,
provided that such pledge of the Equity Shares is one of the terms of the sanction of such loans.
The Equity Shares held by our Promoter which are locked-in may be transferred to and amongst
the Promoter Group entities or to any new promoter or persons in control of our Company, subject
to continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with the Takeover Regulations, as applicable.
Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
Any Equity Shares allotted to Anchor Investors Portion shall be locked-in for a period of 30 days
from the date of Allotment.
3. Shareholding of our Promoter and Promoter Group in our Company
Our Promoter holds 100% of the total Equity Share capital of our Company (including 60 Equity Shares
held by six joint holders as nominees of our Promoter). Our Promoter Group does not hold any Equity
Shares in our Company. R. Shankar Raman, a director of our Promoter, holds ten Equity Shares jointly as a
nominee of our Promoter.
4. Shareholding Pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of filing of this Draft Red
Herring Prospectus:
84
Categor Category of Number Pre- Offer Post- Offer Pre-Offer Post Offer
y Code Shareholder of
Shareho Total Number of Total Shareholding as a Total Number of Total Shares Pledged or
lders Number of Shares percentage of total Number Shares Shareholding as otherwise
Shares held in number of shares of held in a percentage of encumbered
Dematerial Shares Dematerial total number of
ised form ised form shares
As a As a As a As a No. of As a No. of As a
Percentage Percentage Percent Perce Share Percent Share Percenta
of (A+B) of age of ntage s age s ge
(A+B+C) (A+B) of
(A+B+
C)
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI) (XII) (XIII)= (XIV) (XV)=
(XII)/ (XIV)/(V
(IV)* III)* 100
100
(A) Promoter and

Promoter Group
(A)(1) Promoter
Larsen & Toubro 1 161,249,94 161,249,94 100.00 100.00 [] [] [] [] Nil Nil [] []
Limited 0* 0
Individuals 6 60* 60 0.00 0.00 [] [] [] [] Nil Nil [] []
Sub Total (A)(1): 7 161,250,00 161,250,00 100.00 100.00 [] [] [] [] Nil Nil [] []
0 0
(A)(2) Promoter Group
Nil Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Sub Total (A)(2): 0 0 0 0 0 [] [] [] [] Nil Nil [] []
Total Shareholding of 7 161,250,00 161,250,00 100.00 100.00 [] [] [] [] Nil Nil [] []
Promoter and 0 0
Promoter Group
(A)=(A)(1) + (A)(2)
(B) Public shareholding [] [] [] [] Nil Nil [] []
1 Institutions [] [] [] [] Nil Nil [] []
(a) Mutual Funds / UTI Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
(b) Financial Institutions / Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Banks
(c) Central / State Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Government(s)
(d) Venture Capital Funds Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
(e) Insurance Companies Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
(f) Foreign Institutional Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Investors/ Foreign
Portfolio Investors
(g) Foreign Venture Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Capital Investors
(I) Others (Specify) Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Sub Total (B)(1): 0 0 0 0 0 [] [] [] [] Nil Nil [] []
B 2. Non-Institutions [] [] [] [] Nil Nil [] []
(a) Bodies Corporate Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
(b) Individual Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
(i) Individual Shareholders Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Holding Nominal Share
Capital upto 1 lakh
(ii) Individual Shareholders Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Holding Nominal Share
Capital in excess of 1
lakh
(c) Any Others (Specify) Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Trust Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Sub Total (B)(2): 0 0 0 0.00 0.00 [] [] [] [] Nil Nil [] []
Total (B)=(B)(1) + 0 0 0 0.00 0.00 [] [] [] [] Nil Nil [] []
(B)(2)
Total (A) + (B) 7 161,250,00 161,250,00 100 100 [] [] [] [] Nil Nil [] []
0 0
(C) Shares held by [] [] [] [] Nil Nil [] []
Custodians and
against which
Depository Receipts
have been issued
(i) Promoter and Promoter Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Group
(ii) Public Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Total (A) + (B) + (C) 7 161,250,00 161,250,00 100 100 [] [] [] [] Nil Nil [] []
0 0
(D) Public pursuant to the Nil Nil Nil Nil Nil [] [] [] [] Nil Nil [] []
Issue
Grand Total 7 161,250,00 161,250,00 100 100 [] [] [] [] Nil Nil [] []
(A)+(B)+(C)+(D) 0* 0
*This includes 60 Equity Shares held by six joint holders as nominees of our Promoter.
5. List of public Shareholders holding more than 1% of the pre- Offer paid up capital of our Company:
As on the date of this Draft Red Herring Prospectus, our Company does not have any public Shareholders
holding more than 1% of the pre- Offer paid up capital of our Company.
85
6. The list of top 10 Shareholders of our Company and the number of Equity Shares held by them are
set forth below:
(a) The top 10 Shareholders as on the date of filing of this Draft Red Herring Prospectus are as
follows:
Sr. No. Name of the Shareholder No. of Equity Shares Percentage (%)
(face value of 1 each)
1. L&T 161,250,000(1) 100
Total 161,250,000 100
(1) This includes 60 Equity Shares held by six holders jointly as nominees of our Promoter, out of which 10 Equity Shares
are held by each of Arnob Mondal, N. Hariharan, Prasad Shanbhag, Subhodh Shetty, R. Shankar Raman and Y.V.S.
Sravankumar jointly as nominees of our Promoter.
(b) The top 10 Shareholders 10 days prior to the date of filing of this Draft Red Herring Prospectus
are as follows:
Sr. No. Name of the Shareholder No. of Equity Shares Percentage (%)
(face value of 1 each)
1. L&T 161,250,000(1) 100
Total 161,250,000 100
(1) This includes 60 Equity Shares held by six holders jointly as nominees of our Promoter, out of which 10 Equity Shares
are held by each of Arnob Mondal, N. Hariharan, Prasad Shanbhag, Subhodh Shetty, R. Shankar Raman and Y.V.S.
Sravankumar jointly as nominees of our Promoter.
(c) The top 10 Shareholders two years prior to the date of filing of this Draft Red Herring Prospectus
are as follows:
Sr. No. Name of the Shareholder No. of equity shares (face Percentage (%)
value of 5 each)
1. L&T 32,250,000 100.00
Total 32,250,000 100.00
(1) This includes 12 equity shares held by six holders jointly as nominees of our Promoter, out of which two equity shares
are held by A. M. Naik, K.Venkataramanan, N. Hariharan, R. N. Mukhija, V. K. Magapu and Y. M. Deosthalee each, jointly
as nominees of our Promoter.
7. Existing Employee Stock Option Plans
Our Company has granted 3,165,205 options to the eligible employees under the ESOP Scheme, 2000 and
U.S Sub-Plan, 2006 (collectively, the Existing Employee Stock Option Plans). These options were issued
prior to the split of equity shares of our Company from face value from 5 each to 1 each and the
aforesaid options results in 12,935,449 options after adjustment of equity shares of our Company for split
of face value from 5 each to 1 each. For certain risks in relation to the Existing Employee Stock Option
Plans, see Risk Factors from pages 25 to 27.
ESOP Scheme, 2000
The ESOP Scheme, 2000 was constituted pursuant to the resolution passed by our Board. The issue of
equity shares under the ESOP Scheme, 2000 was approved by our shareholders on March 13, 2000 for
issue of equity shares not exceeding in the aggregate five per cent of the issued equity shares of our
Company, as may be outstanding, from time to time. On December 16, 2005, the shareholders approved
issue of equity shares under the ESOP Scheme, 2000 not exceeding in the aggregate five per cent of the
issued equity shares of our Company as on March 31, 2005 excluding equity shares already approved to be
issued on March 13, 2000. The ESOP Scheme, 2000 provides for issue of options to all the eligible
employees of our Company (including directors), our Subsidiaries, our holding company and subsidiaries
of our holding company.
86
The objective of the ESOP Scheme, 2000 is to reward those employees who contribute significantly to our
Companys profitability and shareholders value as well as encourage improvement in performance and
retention of talent. The ESOP Scheme, 2000 provides that implementation and continuation of the ESOP
Scheme, 2000 shall always be the sole discretion and prerogative of the Compensation Committee (now
referred to as the Nomination and Remuneration Committee). The grants and vesting is also at the sole
discretion of the Compensation Committee. Our Company has also issued eligibility letters to certain
employees which specify the eligibility of such employees to be granted certain options subject to the terms
and conditions of the ESOP Scheme, 2000.
The ESOP Scheme, 2000 has been amended on September 9, 2003, September 29, 2005, May 10, 2008,
January 13, 2011 and July 17, 2013 by the resolutions passed by our Board and by the Compensation
Committee on September 9, 2003, June 28, 2005, April 1, 2008, January 12, 2011 and July 17, 2013. These
amendments have not been separately shared with each of the eligible employees. Some of the important
amendments made to the ESOP Scheme, 2000 are set out below:
(a) Exercise date which was originally stipulated to be every half year was amended to be the date
determined by the Compensation Committee prior to the IPO of our Company and was referred to as
the First Exercise Date;
(b) Exercise period which was originally stipulated to be seven years from the date of grant was amended
to five years from date of grant or two years from date of retirement;
(c) Introduction of exit mechanism with fixed rate of return;
(d) Employees who resign may exercise vested options on exercise date or alternatively, exit mechanism
can be availed within 90 days from the date of resignation. The employee who has resigned and who
has not opted for exit mechanism within such period can exercise the options only on the First
Exercise Date and not earlier;
(e) For options granted from April 1, 2005, first vesting would be on later of April 1, 2009 or IPO of our
Company;
(f) For options already granted where vesting was due on April 1, 2006 and October 1, 2006, vesting was
deferred to April 1, 2009 and October 1, 2009, respectively, or till the IPO of our Company,
whichever is later;
(g) For options granted from April 1, 2005, no vesting is allowed if the employee resigns before vesting,
however, exit mechanism can be availed within 90 days of resignation;
(h) If the employee joins a competitor, vested options will not be allowed to be exercised and only exit
mechanism will be allowed to be exercised;
(i) In case of retirement before vesting, unvested options would be considered vested and exit option
could also be availed. However, all unvested options will be vested subject to discretion of the
management based on consistent past performance and/or such other criteria as deemed fit by the
Management;
(j) Vesting will be based on the consistent performance of the employee and/or such other criteria as may
be deemed fit by the management of our Company; and
(k) Under the ESOP Scheme, 2000, the vesting was to commence one year after the date of grant at the
rate of 25% of grant each year unless otherwise provided. For options granted but not yet vested as of
January 13, 2011, vesting will commence prior to the date of IPO of our Company or a date
determined by the Compensation Committee and vesting of remaining options shall be made every
year at the rate of 25%.
U.S Sub-Plan, 2006
The U.S Sub-Plan, 2006 was constituted pursuant to the resolution of the Board and our shareholders
passed on December 6, 2006 and December 7, 2006, respectively. The main objective of the U.S Sub-Plan,
2006 is to attract and retain the best available personnel, to provide additional incentive to the employees of
our Company, its holding company and its subsidiaries to promote the success of our Companys business
and to enable the employees to share in the growth and prosperity of our Company by providing them with
an opportunity to purchase stock in our Company.
By way of resolution passed by the Nomination and Remuneration Committee of our Company on
87
September 16, 2015, the First Exercise Date has been decided to be September 28, 2015 and the eligible
former and existing employees have a right to exercise options vested under the Existing Employee Stock
Option Plans not later than two months from the effective date of the letter issued for exercise of options
and our Company shall shortly issue letters to all its eligible employees to this effect.
The following table sets forth the particulars of the options granted under the Existing Employee Stock
Option Plans as on the date of filing of this Draft Red Herring Prospectus:
Particulars Details
Options granted ESOP Scheme, 2000:
3,005,205 or 12,415,049 after adjustment of split of equity shares of our Company from
face value from 5 each to 1 each
U.S Sub-Plan, 2006:
160,000 or 520,400 after adjustment of split of equity shares of our Company from face
value from 5 each to 1 each
The pricing formula ESOP Scheme, 2000:
The Compensation Committee shall determine the grant price at the time of granting
options.
U.S Sub-Plan, 2006:
The Board or the Compensation Committee shall determine the exercise price, provided that
such price shall not be less than the fair market value per Equity Share on the date of grant
of options.
In case the employee, as on the date of grant holds more than 10% of the total combined
voting power of all classes of stock of our Company, its holding company or its
subsidiaries, the exercise price shall not be less than 110% of the fair market value per
Equity Share on the date of grant of options.
Exercise price of options ESOP Scheme, 2000
428,450 options at 25 per option and after adjustment for split of equity shares of
our Company from face value from 5 each to 1 each: 2,006,062 at 5 per option
2,576,755 options at 10 per option and after adjustment for split of equity shares
of our Company from face value from 5 each to 1 each: 10,408,987 options at
2 per option
U.S Sub-Plan, 2006
160,000 options at USD 12 per option and after adjustment for split of equity shares
of our Company from face value from 5 each to 1 each: 520,400 options at USD
2.4 per option
Total options vested(1)(2) ESOP Scheme, 2000
1,384,031 or 8,797,165 after adjustment of split of equity shares of our Company from face
U.S Sub-Plan, 2006
90,100 or 450,500 after adjustment of split of equity shares of our Company from face value
from 5 each to 1 each
Options exercised Nil
Total number of Equity Shares ESOP Scheme, 2000

that would arise as a result of
full exercise of options already 2,300,845 or 10,781,910 after adjustment of split of equity shares of our Company from
granted (net of cancelled face value from 5 each to 1 each
88
options)
U.S Sub-Plan, 2006
90,100 or 450,500 after adjustment of split of equity shares of our Company from face
Options ESOP Scheme, 2000

forfeited/lapsed/cancelled
1,633,139(1)(2)
U.S Sub-Plan, 2006
69,900(1)(2)
Variation in terms of options For details amendments to ESOP Scheme, 2000, see Capital Structure - Existing Employee
Stock Option Plans ESOP Scheme, 2000
Money realised by exercise of Nil

options
Options outstanding (in force) ESOP Scheme, 2000
2,300,845(1)(2) or 10,781,910 after adjustment of split of equity shares of our Company from
face value from 5 each to 1 each
U.S Sub-Plan, 2006
90,100(1)(2) or 450,500 after adjustment of split of equity shares of our Company from face
Employee wise details of

options granted to
(i) Senior managerial See Note 1 below
personnel, i.e.
Directors and key
management
personnel
(ii) Any other employee See Note 2 below
who received a grant
in any one year of
options amounting to
5% or more of the
options granted
during the year.
(iii) Identified employees Nil
who are granted
options, during any
one year equal to
exceeding 1% of the
issued capital
(excluding
outstanding warrants
and conversions) of
our Company at the
time of grant.
Fully diluted EPS on a pre- Nil
Issue basis on exercise of
options calculated in
accordance with Accounting
Standard (AS) 20 Earning Per
Share
Difference between employee ESOP Scheme, 2000

compensation cost calculated
using the intrinsic value of Set out below is the summary of differences if the fair valuation had been adopted for the
stock options and the employee employees compensation under ESOP, 2000:
compensation cost that shall
have been recognised if our 1. There is no ESOP related compensation charges which have been debited to
Company had used fair value of consolidated profit and loss of our Company for the Financial Year 2015 and therefore,
options and impact of this there would be no impact due to fair value of options.
89
difference on profits and EPS
of our Company for the last 2. If the fair value had been employed, the ESOP related compensation charges which
three financial years have been debited to consolidated profit and loss of our Company for the Financial
Year 2014 would have been lower by and profits would have been higher by 0.79
million.
i. Diluted EPS before extraordinary item at face value of 5 per share would have
increased from 204.31 to 204.33.
ii. Diluted EPS before extraordinary item at face value of 1 per share would have
3. If the fair value had been employed, the ESOP related compensation charges which
have been debited to consolidated profit and loss of our Company for the Financial
Year 2013 would have been lower by and profits would have been higher by 2.01
million.
i. Diluted EPS before extraordinary item at face value of 5 per share would have
ii. Diluted EPS before extraordinary item at face value of 1 per share would have
Weighted-average exercise ESOP Scheme, 2000

prices and weighted-average
fair values of options shall be Weighted average exercise price 10 at face value of 5
disclosed separately for options
whose exercise price either
equals or exceeds or is less than Weighted average exercise price 2 at face value of 1
the market price of the stock for
the last three financial years Weighted average fair value 578.23 at face value of 5
Weighted average fair value 115.65 at face value of 1
Description of the method and ESOP Scheme, 2000

significant assumptions used
during the year to estimate the Model used Black-Scholes Method
fair values of options, including Weighted average risk free interest rate 6.08%
weighted-average information, Weighted average expected Options life 2.5 years
namely, risk-free interest rate, Weighted average expected volatility 38.82%
expected life, expected Weighted average expected dividends per 149.70
volatility, expected dividends share of face value of 5
and the price of the underlying Weighted average expected dividends per 29.94
share in market at the time of
share of face value of 1
grant of the option for the last
three financial years
The expected volatility has been calculated entirely based on historic volatility IT Index, as
historical data of our Company is not available being an unlisted company.
Vesting schedule ESOP Scheme, 2000
For details of vesting schedule, see Capital Structure - Existing Employee Stock Option
Plans ESOP Scheme, 2000
U.S Sub-Plan, 2006
Vesting of options granted shall be in terms of the option agreement entered into between
the employees of GDA and our Company (the Option Agreement).
In terms of the Option Agreement, the options shall vest and be exercisable during its terms
of five years as follows:
(i) 20% of the options granted on December 1, 2007, provided the Employee has
enjoyed continuous status as an employee of our Company between the date of grant
of options and December 1, 2007; and
(ii) 20% of the options granted at the end of each 12 full months of continuous status as
an employee of our Company following December 1, 2007 until the option is not
fully vested.
Lock-in Nil
90
Impact on profits and EPS of ESOP Scheme, 2000
the last three years if our
Company had followed the Our Company has not granted any options in the Financial Years 2015, 2014 and 2013. Our
accounting policies specified in Company has accounted for ESOP charges as per guidance note on Accounting for
Regulation 15 of the SEBI Employee Share-based Payments issued by the Institute of Chartered Accountants of India.
ESOP Regulations in respect of
options granted in the last three U.S Sub-Plan, 2006
years
Our Company has not granted any options in the Financial Years 2015, 2014 and 2013.
Aggregate number of Equity ESOP Scheme, 2000

Shares intended to be sold by
holders of Equity Shares Employees holding Equity Shares at the time of listing of the Equity Shares pursuant to the
allotted on exercise of options Issue, may sell the Equity Shares issued in connection with the exercise of options granted
granted under ESOP Scheme, under the ESOP Scheme, 2000 within a period of three months from the date of listing of
2000, within three months after the Equity Shares.
the listing of Equity Shares
pursuant to the Issue and U.S Sub-Plan, 2006
quantum of Equity Shares
arising out of or allotted under Employees holding Equity Shares at the time of listing of the Equity Shares pursuant to the
2006 U.S Sub-Plan intended to Issue, may sell the Equity Shares issued in connection with the exercise of options granted
be sold within three months under the U.S. Sub-Plan, 2006 within a period of three months from the date of listing of the
after the date of listing, by Equity Shares.
Directors, senior managerial
personnel and employees
having Equity Shares issued
under ESOP Scheme, 2000
amounting to more than 1% of
the issued capital of our
Company
(1) Pursuant to the terms of the Agreement and Plan of Merger dated December 12, 2006 and based on mutual discussions and
considering period of association, our Board, on January 6, 2010, approved grant of 20,000 options to each of Ravi
Thummarkuddy and Gopa Periyadan, founders of GDA Technologies Inc., as per agreement reached in 2009. However, these
20,000 options had been erroneously lapsed subsequently. Our Board, vide resolution passed on July 27, 2015, approved that
these options be restored and vested prior to the date of IPO of our Company .
(2) In terms of the Employee Stock Option Plans, our Company, in the past, had considered certain options lapsed which were
unvested at the time of separation of the employees from our Company. The Board of our Company, vide its resolution dated
July 27, 2015, approved re-instatement of 51,616 unvested options granted to 20 ex-employees in the United States issued under
ESOP Scheme, 2000 (which had been considered lapsed in the previous Financial Years) at a grant price originally issued (
25 or 10 as applicable) each convertible into 51,616 equity shares of face value of 5 each (258,080 equity shares of after
adjustment of split of equity shares of our Company from face value from 5 each to 1 each). The Nomination and
Remuneration Committee of our Company, vide its resolution dated September 24, 2015, approved vesting of these options.Our
Company considers these options as deferred options as such options would have been vested in the ex-employee during the
course of employment, if vesting and exercise of options had not been deferred due to various amendments made in the ESOP
Scheme, 2000.
Note 1: Details regarding options granted under the Existing Employee Stock Option Plans to the senior managerial personnel
i.e. Directors and Key Management Personnel of our Company are set forth below:
Name of senior managerial Total Number of Total Number of Options Total Number of Options
personnel Options Granted Cancelled/Forfeited Outstanding
ESOP Scheme, 2000

A.M. Naik 1,800,000 Nil 1,800,000
Makarand Deolalkar 158,000 Nil 158,000
Vinay Rajadhyaksha 47,200 4,200 43,000
Sunil Pande 25,000 Nil 25,000
Note 2: Employee who received a grant in any one year of options amounting to 5% or more of the options granted during the
year, under the Existing Employee Stock Option Plans are set forth below
Name of Employee No. of Options Granted

ESOP Scheme, 2000
91
A.M. Naik Granted options amounting to more than 5% of the total options granted
during the year in the each of Financial Years 2002 to 2011
Y.M. Deosthalee Granted options amounting to more than 5% of the total options granted
during the year in the each of Financial Years 2007 to 2011
New Employee Stock Option Plan
Pursuant to the resolution passed by our Board on July 27, 2015 and by our shareholders on September 14,
2015, our Company has instituted the Larsen & Toubro Infotech Limited Employee Stock Option Scheme,
2015 (ESOP Scheme, 2015) for issue of options to eligible employees which may result in issue of
Equity Shares of up to five per cent of the paid up capital of our Company amounting to 80,62,500 equity
shares of face value of 1 each. The eligible employees include permanent employees (including executive
directors and non-executive directors but excluding the independent directors) of our Company and
subsidiaries or our holding company. The vesting of options granted under the ESOP Scheme, 2015 will
commence one year after the date of grant of options at the rate of 20% of total options granted each year,
or at such other rates as may be fixed by the Board and may extend up to five years from the date of grant
of options, unless otherwise varied in accordance with the Employee Stock Option Scheme, 2015 Rules
framed under the ESOP Scheme, 2015. The exercise period for the options granted under the ESOP
Scheme, 2015 would be seven years (84 months) from the date of grant of options or six years from the
date of first vesting or three years (36 months) from the date of retirement/death, whichever is earlier,
subject to any change as may be approved by the Board. The exercise price may be decided by our Board,
in such manner, during such period, in one or more tranches and on such terms and conditions as it may
deem fit, provided that the exercise price per option shall not be less than the par value of the equity share
of our Company and shall not be more than the market price as defined in the SEBI (Share Based
Employee Benefits) Regulations, 2014 (the ESOP Regulations) and shall be subject to compliance with
accounting policies under the ESOP Regulations. As of the date of this Draft Red Herring Prospectus, no
options have been granted under the ESOP Scheme, 2015. ESOP Scheme, 2015 is in compliance with the
ESOP Regulations.
8. As on the date of this Draft Red Herring Prospectus, our Company has not allotted any Equity Shares
pursuant to any scheme approved under Sections 391 to 394 of the Companies Act, 1956.
9. None of our Directors or Key Management Personnel hold any Equity Shares in our Company.
10. None of our Promoter, Promoter Group or Directors have purchased/subscribed or sold any securities of
our Company within three years immediately preceding the date of filing this Draft Red Herring Prospectus
with SEBI, which in aggregate is equal to or greater than 1% of pre- Offer capital of our Company.
11. As on the date of this Draft Red Herring Prospectus, the BRLMs and their respective associates (in
accordance with the definition of associate company as provided under Section 2(6) of the Companies
Act, 2013) do not hold any Equity Shares in our Company.
12. Our Company has not issued any Equity Shares at a price that may be lower than the Offer Price during the
last one year.
13. Except as disclosed below, none of the members of our Promoter Group, the directors of the Promoter, or
our Directors and their immediate relatives have purchased or sold any Equity Shares or the equity shares
of any of our Subsidiaries, during the period of six months immediately preceding the date of filing of this
Draft Red Herring Prospectus with SEBI:
Date of the Name of the Promoter/ Total no. of Aggregate Percentage of

transaction shareholder Promoter Equity Shares considerati pre-Offer
Group/ transferred on (in )** capital
Director
July 27, A. M. Naik* Our Director 10 10 Negligible

2015 and director of
our Promoter
92
July 27, K. Venkataramanan* Director of our 10 10 Negligible
2015 Promoter
*Held jointly as a nominee of our Promoter.
14. As of the date of the filing of this Draft Red Herring Prospectus, the total number of our Shareholders is
seven including six individuals who hold Equity Shares jointly as nominees of our Promoter.
15. Neither our Company nor any of our Directors have entered into any buy-back and/or standby
arrangements for purchase of Equity Shares from any person. Further, the BRLMs have not made any buy-
back and/or standby arrangements for purchase of Equity Shares from any person.
16. Except for the options granted under the Existing Employee Stock Option Plans, there are no outstanding
warrants, options or rights to convert debentures, loans or other instruments into the Equity Shares as on the
date of this Draft Red Herring Prospectus.
17. Our Company has not issued any Equity Shares out of its revaluation reserves.
18. Except for issue of the Equity Shares pursuant to the exercise of the options granted pursuant to the
Existing Employee Stock Option Plans and the ESOP Scheme, 2015 and their consequent conversion into
Equity Shares, our Company presently does not intend or propose to alter its capital structure for a period
of six months from the Bid/Offer Opening Date, by way of split or consolidation of the denomination of
Equity Shares or further issue of Equity Shares (including issue of securities convertible into or
exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or by way of issue of
bonus shares or on a rights basis or by way of further public issue of Equity Shares or qualified institutions
placements or otherwise.
19. All Equity Shares allotted pursuant to the Offer will be fully paid up at the time of Allotment and there are
no partly paid up Equity Shares as on the date of this Draft Red Herring Prospectus.
20. The Offer is being made through the Book Building Process wherein not more than 50% of the Offer shall
be available for allocation on a proportionate basis to QIBs, provided that our Company and the Selling
Shareholder in consultation with the BRLMs may allocate up to 60% of the QIB Category to Anchor
Investors on a discretionary basis. 5% of the QIB Category (excluding the Anchor Investor Portion) shall
be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB
Category shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price.
Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual
Bidders in accordance with the SEBI Regulations, subject to valid Bids being received at or above the
Offer Price. Under-subscription if any, in any category, except in the QIB Category, would be allowed to
be met with spill over from any other category or a combination of categories at the discretion of our
Company and the Selling Shareholder in consultation with the BRLMs and the Designated Stock
Exchange.
21. Any over-subscription to the extent of 10% of the Offer can be retained for the purposes of rounding off to
the nearest multiple of minimum allotment lot.
22. There have been no financing arrangements whereby our Promoter Group, the directors of the Promoter,
our Directors and their relatives have financed the purchase by any other person of securities of our
Company, during a period of six months preceding the date of filing of this Draft Red Herring Prospectus.
23. Except for issue of the Equity Shares pursuant to the exercise of the options granted pursuant to the
Existing Employee Stock Option Plans, there will be no further issue of Equity Shares whether by way of
issue of bonus shares, preferential allotment, rights issue or in any other manner during the period
commencing from filing of this Draft Red Herring Prospectus with SEBI until the Equity Shares have been
listed on the Stock Exchanges.
93
24. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our
Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time
to time.
94
OBJECTS OF THE OFFER
The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchanges and to carry
out the sale of up to 17,500,000 Equity Shares by the Selling Shareholder. The listing of the Equity Shares will
enhance our brand name and provide liquidity to the existing shareholders. The listing will also provide a public
market for the Equity Shares in India. Our Company will not receive any proceeds from the Offer.
Offer Expenses
The Offer related expenses consist of listing fees, underwriting fees, selling commission, fees payable to the
BRLMs, legal counsel, Bankers to the Offer including processing fee to the SCSBs for processing Bid cum
Application Forms submitted by the ASBA Bidders procured by the BRLMs and submitted to the SCSBs, Escrow
Bankers and Registrars to the Offer, printing and stationery expenses, advertising and marketing expenses and all
other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. All expenses with
respect to the Offer will be borne by the Selling Shareholder. Payments, if any, made by our Company in relation to
the Offer shall be on behalf of the Selling Shareholder and such payments will be reimbursed by the Selling
Shareholder to our Company. The break-up for the Offer expenses is as follows:
Activity Expense* Expense* Expense*

( in million) (% of total expenses) (% of the Offer
size)
Fees payable to the BRLMs [] [] []

Advertising and marketing expenses [] [] []
Fees payable to the Registrar [] [] []
Underwriting commission, fees payable to the [] [] []
Bankers to the Offer, brokerage and selling
commission, as applicable
Brokerage and selling commission payable to [] [] []
Registered Brokers
Processing fees to SCSBs for ASBA [] [] []
Applications procured by the members of the
Syndicate or Registered Brokers and
submitted with the SCSBs
Others (listing fees, legal fees, etc.) [] [] []
Total estimated Offer expenses [] [] []
*To be finalised upon determination of Offer Price.
Monitoring of Utilisation of Funds
Since the Offer is an offer for sale and our Company will not receive any proceeds from the Offer, our Company is
not required to appoint a monitoring agency for the Offer.
95
BASIS FOR OFFER PRICE
The Offer Price will be determined by our Company and the Selling Shareholder in consultation with the BRLMs,
on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and
on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is 1
each and the Offer Price is [] times the lower end of the Price Band and [] times the face value at the higher end
of the Price Band. Investors should also refer to Our Business, Risk Factors, Financial Statements and
Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on pages
119, 19, 194 and 296, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for computing the Offer Price are:
A. Strong domain focus enabling Business to IT Connect;
B. Strong parentage and brand equity of our Promoter;
C. Established long-term relationships with our clients;
D. Extensive portfolio of IT services and solutions;
E. Focus on emerging technologies;
F. Track record of established processes and executing large, end-to-end, mission critical projects;
G. Strong management culture; and
H. Conducive work environment to attract and retain talent.
For further details, see Our BusinessOur Competitive Strengths from pages 119 to 122.
Quantitative Factors
The information presented below relating to our Company is based on the unconsolidated and consolidated Restated
Financial Statements.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
I. Basic and Diluted Earnings per Share (EPS) (Face value of 1 each), as adjusted for change in
capital:
On an unconsolidated basis:
Year ended Basic EPS () Diluted EPS () Weight
March 31, 2015 47.98 45.91 3

March 31, 2014 42.51 40.68 2
March 31, 2013 34.73 33.23 1
Weighted Average 43.95 42.05
On a consolidated basis:
Year ended Basic EPS () Diluted EPS () Weight
March 31, 2015 47.21 45.17 3

March 31, 2014 42.70 40.86 2
March 31, 2013 35.58 34.04 1
96
Weighted Average 43.77 41.88
Notes:
1. The face value of each Equity Share is 1.

2. All share data has been adjusted for events of sub-division of Equity Shares
Pursuant to the resolution of our Shareholders on March 30, 2002, our Company sub-divided its equity
shares from face value of 10 each to face value of 5 each, with effect from March 31, 2002.
Pursuant to the resolution of our Shareholders on June 22, 2015, our Company sub-divided its equity
shares from face value of 5 each to face value of 1 each.
3. Basic and diluted earnings per Equity Share are computed in accordance with Accounting Standard 20 Earnings
per Share notified by Companies (Accounting Standards) Rules, 2006 (as amended).
4. The above statement should be read with significant accounting policies and notes on Restated Financial
Statements as appearing in the Financial Statements.
5. Basic EPS () is Net profit attributable to equity shareholders divided by Weighted average number of Equity
Shares outstanding during the year / period. Subsequent to March 31, 2015, our Board has, in its meeting held on
June 22, 2015, approved the split of each equity share of face value 5 to five equity shares of face value 1
each. Accordingly, the accounting ratios post such split of equity shares has been disclosed.
II. Price/Earning (P/E) ratio in relation to Price Band of [] to [] per Equity Share:
Particulars P/E at the lower end of the P/E at the higher end of the
Price Band (no. of times) Price Band (no. of times)
Based on basic EPS for the year/
period ended March 31, 2015 on a [] []
unconsolidated basis
Based on basic EPS for the year/
period ended March 31, 2015 on a [] []
consolidated basis
Diluted EPS for the year/ period
ended March 31, 2015 on a [] []
unconsolidated basis
Diluted EPS for the year/ period
ended March 31, 2015 on a [] []
consolidated basis
Industry P/E ratio*
Average: 20.4x
Highest: 25.1x
Lowest: 17.7x
* Source: The highest and lowest Industry P/E shown above is based on the Industry peer set
provided below under Comparison with Listed Industry Peers. The Industry composite has been
calculated as the arithmetic average P/E of the Industry peer set provided below, based on
consolidated EPS numbers. For further details, see Basis for Offer Price - Comparison with Listed
Industry Peers hereunder.
97
III. Average Return on Net Worth (RoNW)
As per unconsolidated Restated Financial Statements:
Financial Year ended / Period ended RoNW (%) Weight

March 31, 2015 45.59 3
March 31, 2014 50.75 2
March 31, 2013 49.54 1
Weighted Average 47.97
As per consolidated Restated Financial Statements:
Financial Year ended / Period ended RoNW (%) Weight

March 31, 2015 41.9 3
March 31, 2014 46.7 2
March 31, 2013 46.9 1
Weighted Average 44.33
Notes:
Return on net worth (%) is Net profit attributable to equity shareholders divided by Average net worth
excluding preference share capital (average for two years).
IV. Minimum Return on Increased Net Worth required for maintaining pre-issue EPS as at March 31,
2015 is:
There will be no change in the Net Worth post-Offer, as the Offer is by way of Offer for Sale by the Selling
Shareholder.
V. Net Asset Value per Equity Share (Face value of 1 each)
1. Net asset value per Equity Share as on March 31, 2015 on an unconsolidated basis is 119.41.
2. Net asset value per Equity Share as on March 31, 2015 on a consolidated basis is 125.66.
As the Offer consists only of an offer for sale by the Selling Shareholder, there will be no change in the
NAV post-Offer.
Offer Price: []
VI. Comparison with Listed Industry Peers
Name of Unconsolidated/ Face EPS ( per share) (9) NAV ( P/E RONW
(11) (12)
company Consolidated value per
( per Basic Diluted share)
(10)
share)
Tata Consolidated 1 101.35 101.35 264.3 25.1 39.1%

Consultanc
y Services
Limited(1)
Infosys Consolidated 5 108.26 108.25 444.0 20.5 26.0%
Limited (2)
Wipro Consolidated 2 35.28 35.18 150.9 17.8 25.1%
Limited (3)
HCL Consolidated 2 52.09 51.79 176.0 17.7 32.4%
Technologi
98
es Limited
(4)
Tech Consolidated 5 27.46 26.74 129.1 22.9 24.5%

Mahindra
Limited(5)
Hexaware Consolidated 2 10.66 10.60 39.9 18.8 25.7%
Technologi
es Limited
(6)
Mindtree Consolidated 10 64.14 63.85 240.4 20.3 29.4%

Limited (7)
Note:
1) Financials for TCS are for the year ending March 31, 2015 and sourced from Annual Report 2015.
2) Financials for Infosys sourced from Annual Report as of March 31, 2015.
3) Financials for Wipro sourced from Annual Report as of March 31, 2015.
4) Financials for HCL Technologies sourced from Annual Report as of June 30, 2015.
5) Financials for Tech Mahindra sourced from Annual Report as of March 31, 2015.
6) Financials for Hexaware Technologies sourced from Annual Report as of December 31, 2014.
7) Financials for Mindtree sourced from Annual Report as of March 31, 2015.
8) Net worth for the companies has been computed as sum of share capital, minority interest and reserves.
Share Application Money pending allotment not included as part of Net Worth.
9) Basic and Diluted EPS refer to basic and diluted EPS sourced from the annual reports of the companies.
10) NAV is computed as the closing net worth of the companies, computed as per Note 8, divided by the closing
outstanding number of fully paid up equity shares as sourced from the annual reports for the company.
11) P/E Ratio has been computed as the closing market prices of the companies on the BSE Limited sourced from
the BSE website as of financial year end of each company divided by the basic EPS as described in Note 9.
12) RoNW for Peers have been computed as net profit after tax (including minority interest) divided by the
average net worth of preceding two financial years of these companies as per Note 8.
VII. The Offer price is [] times of the face value of the Equity Shares.
The Offer Price of [] has been determined by our Company and the Selling Shareholder, in consultation
with the BRLMs, on the basis of demand from investors for Equity Shares through the Book Building
Process and, is justified in view of the above qualitative and quantitative parameters.
Investors should read the above mentioned information along with Risk Factors, Our Business, Managements
Discussion and Analysis of Financial Condition and Results of Operations and Financial Statements on pages 19,
119, 296 and 194, respectively, to have a more informed view. The trading price of the Equity Shares could decline
due to the factors mentioned in the Risk Factors and you may lose all or part of your investments.
99
STATEMENT OF TAX BENEFITS
Statement of possible special tax benefits available to the Company (including its relevant Subsidiaries) and
its Shareholders under the applicable laws in India
To
The Board of Directors
Larsen & Toubro Infotech Limited,
Mumbai 400 001,
India.
Dear Sirs,
Sub: Statement of possible Special Tax Benefits (the Statement) available to Larsen & Toubro Infotech
Limited (including its relevant subsidiaries) and its shareholders under Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations 2009 (the Regulations)
We hereby confirm that the enclosed annexure, prepared by Larsen & Toubro Infotech Limited (the Company)
states the possible special tax benefits available to the Company (including its relevant subsidiaries) and the
shareholders of the Company under the Income Tax Act, 1961 (Act), presently in force in India (i.e. including
amendments made by Finance Act 2015, applicable for the Accounting year 2015-16, relevant to the Assessment
year 2016-2017). Several of these benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders
to derive the tax benefits, as above, is dependent upon fulfilling such conditions, which based on the business
imperatives, the Company or its shareholders may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure cover only Special tax benefits and do not cover general tax
benefits. Special tax benefits are benefits which are generally not available for all companies. Further, the
preparation of the contents stated is the responsibility of the Companys management. We are informed that this
Statement is only intended to provide general information to the investors and hence is neither designed nor intended
to be a substitute for professional tax advice. In view of the nature of individual tax consequences and the changing
tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax
implications arising out of their participation in the issue.
Our views are based on the existing provisions of tax law and its interpretations, which are subject to change or
modification by subsequent legislative, regulatory, administrative, or judicial decisions. Any such changes, which
could also be retroactive, could have an effect on the validity of our views stated herein. We assume no obligation to
update this statement on any events subsequent to its issue, which may have a material effect on the discussions
herein.
Our confirmation is based on the information, explanations and representations obtained from the Company and on
the basis of our understanding of the business activities and operations of the Company (including its relevant
subsidiaries).
We do not express an opinion or provide any assurance as to whether:
the Company (including its relevant subsidiaries) will continue to obtain these benefits in future; or
the conditions prescribed for availing the benefits, where applicable, have been/would be met with; and
the revenue authorities/courts will concur with the views expressed herein.
As per our report attached

SHARP & TANNAN
Chartered Accountants
100
Firm's Registration No. 109982W
Firdosh D. Buchia
Partner
Membership No: 038332
Mumbai
Date: 18 September 2015
101
ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO
LARSEN & TOUBRO INFOTECH LIMITED (THE COMPANY) (INCLUDING ITS RELEVANT
SUBSIDIARIES) AND ITS SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA
Outlined below are the possible special tax benefits available to the Company (including its relevant
subsidiaries) and its shareholders under the current Indian tax laws (including amendments made by Finance Act
2015, applicable for the Accounting year 2015-16 relevant to the Assessment year 2016-17).
These benefits are dependent on the Company (including its relevant subsidiaries) or its shareholders fulfilling
the conditions prescribed under the relevant tax laws. Hence, the ability of the Company (including its relevant
subsidiaries) or its shareholders to derive the special tax benefits is dependent upon fulfilling such conditions,
which based on business imperatives it faces in the future, it may not choose to fulfill.
1. Special tax benefits available to the Company
i. Direct taxes:
As per section 10AA of the Act, an unit set up in a Special Economic Zone (SEZ), which begins to
manufacture or produce articles or things or provide any services during the previous year relevant to any
assessment year commencing on or after the 1st day of April 2006, will be entitled to deduction as
follows:
A. 100 per cent of the profits and gains derived from export of articles or things manufactured or
produced or any services provided from its unit set up in a SEZ for a period of 5 consecutive
assessment years beginning with the assessment year relevant to the previous year in which such
unit begins to manufacture or produce such articles or things or provide services, as the case may
be;
B. 50 per cent of such profits and gains for further 5 assessment years; and
C. thereafter for another 5 consecutive assessment years, the Company will be entitled to a deduction
of such amount not exceeding 50 per cent of the profit as is debited to Profit & Loss Account of
the previous year in respect of which the deduction is to be allowed and credited to a special
reserve viz. Special Economic Zone Reinvestment Reserve Account to be created and utilised
for the purpose of the business of the Company in the manner laid down in section 10AA (2) of
the Act.
The benefit for all 15 years will be available subject to fulfilment of conditions prescribed by the section.
Note: However, the aforesaid deduction is not available while computing tax liability of the Company
under section 115JB of the Act i.e. Minimum Alternative Tax (MAT) provisions. Nonetheless, such
MAT paid/ payable on the book profits of the Company computed in terms of the provisions of Act
would be eligible for credit against tax liability arising under normal provisions of the Act.
Further, such credit would not be allowed to be carried forward and set off beyond 10th assessment year
immediately succeeding the assessment year in which such credit becomes allowable.
ii. Indirect taxes:
A. In respect of software development centers of the Company registered under the Software
Technology Park (STP) Scheme, following benefits are available subject to fulfilment of
specified conditions and procedures prescribed under the relevant legislations:
a. Specified goods listed in the relevant notifications under the Customs Act, 1962, which are
in the nature of capital equipment, office equipment, spares and components etc., imported
by the STP unit are exempt from customs duty.
b. Specified goods listed in the relevant notifications under the Central Excise Act, 1944
which are in the nature of capital equipment, office equipment, spares and components etc.,
procured within India by the STP unit are exempt from central excise duty.
c. Under Service Tax regulations, any taxable service may be exported without payment of
service tax.
d. Cenvat credit could be claimed in respect of input services used to provide taxable output
102
services
B. Under the Special Economic Zone Act (SEZ), 2005, following indirect tax benefits would be
available subject to fulfilment of specified conditions and procedures:
a. Exemption from any duty of customs, under the Customs Act, 1962 or the Custom Tariff
Act, 1975 or any other law, on goods imported into, or service provided in a SEZ unit for
carrying out authorised operations.
b. Exemption from any duty of customs, under the Customs Act, 1962 or the Custom Tariff
Act, 1975 or any other law, on goods exported from, or service provided from a SEZ unit
to any place outside India.
c. Exemption from any duty of excise, under the Central Excise Act, 1944 or the Central
Excise Tariff Act, 1985, on goods brought from DTA to a SEZ Unit to carry on the
authorised operations.
d. Drawback or such other benefits as may be admissible from time to time on goods brought
or services provided from the DTA into a SEZ unit or services provided in a SEZ unit by
the service providers located outside India to carry on the authorised operations.
e. Exemption from service tax on taxable services provided to carry on the authorised
operations to SEZ Unit.
f. Exemption from the levy of taxes on the inter-state sale or purchase of goods other than
newspapers under the Central Sales Tax Act, 1956 if such goods are meant to carry on the
authorised operations in SEZ.
2. Special tax benefits available to the subsidiaries of the Company
There are no special tax benefits in India available to the subsidiaries of the Company except as
mentioned below:
Special tax benefits available to Information Systems Resource Centre Private Limited
i. Indirect taxes:
A. In respect of software development centers of the Company registered under the Software
Technology Park (STP) Scheme, following benefits are available subject to fulfilment of
specified conditions and procedures prescribed under the relevant legislations:
a. VAT is not leviable in Maharashtra on sales between two certified units such as Software
technology park Unit/ Exported oriented unit/ Special economic zone unit/ Electronic
hardware technology park unit.
b. Under Service Tax regulations, any taxable service may be exported without payment of
service tax.
c. Cenvat credit could be claimed in respect of input services used to provide taxable output
services.
3. Special tax benefits available to the shareholders of the Company
There are no Special tax benefits available to the shareholders of the Company.
Notes:
1. All the above benefits are as per the Current Tax Laws and any change or amendment in the
laws/regulation, which when implemented would impact the same.
2. The special tax benefits are subject to several conditions and eligibility criteria which need to be
examined for precise tax implications.
3. Wealth tax is abolished by Finance Act 2015 with effect from April 1, 2015 and will accordingly
not apply, in relation to the assessment year 2016-17 and subsequent assessment years.
103
SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
The following information includes extracts from publicly available information, industry reports, data and
statistics and has been extracted from official sources and other sources that we believe to be reliable, but
which has not been independently verified by us or the BRLMs, or any of our or their respective affiliates or
advisers.
The data may have been re-classified by us for the purpose of presentation. Industry sources and publications
generally state that the information contained therein has been obtained from sources generally believed to be
reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability
cannot be assured, and, accordingly, investment decisions should not be based on such information. Industry
sources and publications are also prepared based on information and estimates as of specific dates and may no
longer be current or reflect current trends. Such information, data and estimates may be approximations or use
rounded numbers.
All references to years in the section below are to calendar years unless specified otherwise.
The Global IT-BPM Industry overview and trends in 2014
In 2014, the global economy continued to display volatility even in the face of positive factors such as declining
oil prices and the general revival of the US economy. According to NASSCOM, these trends impacted the
information technology and business process management (IT-BPM) industry along with other trends such as
changing customer expectations, digitisation and regulatory changes across the globe. Further, emerging
technologies such as social, mobile, analytics and cloud (SMAC), internet of things (ioT), wearable devices,
all of which are focused around improving the customer experience are also changing the face of the industry.
(Source: The IT-BPM Sector in India: Strategic Review 2015, NASSCOM, February 2015 (the NASSCOM
Report)
In such a scenario, NASSCOM notes that the IT-BPM sector recorded steady growth in 2014, with worldwide
spend at nearly USD 2.3 trillion, a growth of 4.6 per cent over 2013. As represented in the chart below, software
products, IT and BPM services continued to lead, accounting for nearly USD 1.3 trillion in global spend
(amounting to 55 per cent of the worldwide technology spend of USD 2.3 trillion). (Source: NASSCOM Report)
According to NASSCOM, the global spending on IT services grew at 3.5 per cent in 2014, to reach USD 657
billion, aided by the improving economies of the US and other regions. Traditional and mature verticals such as
banking, financial services and insurance (BFSI), manufacturing and telecommunications continue to drive
growth while the share of verticals such as healthcare and retail increased as SMAC adoption across industries
increased. IS outsourcing and custom application development growth increased substantially, driven by SMAC
adoption. The demand for IT consulting services grew, while systems integration and outsourcing dropped
marginally. Commoditisation, increasing demand for cloud platform services and drop in hardware maintenance
services also affected the segment. (Source: NASSCOM Report)
IT-BPM sector wise spend (USD billion)
104
Spend (USD USD 2.3 trillion 1,400 1,440
billion)
979 1,022
635 657
395 420
167 177
IT Services BPM Software Hardware ER&D

Products
2013 Sector 2014
A significant percentage of this growth was led by the Americas and the Asia-Pacific market, with a growth rate
of 4.8 per cent and 5.1 per cent respectively in 2014. While the Americas remained the largest market in 2014,
the Asia-Pacific region recorded the highest growth, driven by faster growth in BPM services. (Source:
NASSCOM Report)
IT-BPM geographic market share (2014)
Total worldwide spend:

USD 2.3 trillion
EMEA, 27%
Y-o-Y growth Americas, 49%
4.4%
Y-o-Y growth
4.8%
Asia Pacific, 24%

Y-o-Y growth
5.1%
105
NASSCOM notes that 2014 saw renewed demand for overall global sourcing, which grew by 9-10 per cent over
2013, nearly twice the global technology spend growth (see chart below).
Global sourcing growth (USD billion)
148-153
134-140
60-62
53-55
Growth
9-10%
81-85 88-91
2013 2014
IT Sourcing Business process sourcing
India maintained its leadership position in the global sourcing area with a share of 55 per cent of global IT-BPM
spend in 2014. New delivery centers for global sourcing added in 2014 recorded a growth of 49 per cent, with
over 27 per cent of the new additions being in India (see chart below). (Source: NASSCOM Report)
New delivery centers set up in 2013 and 2014
41
38
29 30
21 20 21
17
14
10
6
4
India Eastern Europe Rest of Asia Latin America Philippines Africa
2013 2014
(Total additions: 101) (Total additions: 150)
106
The Indian IT-BPM Industry Overview and trends
Overview
According to NASSCOM, the Indian IT-BPM industry demonstrated flexibility to adjust to turbulent economic
conditions and experienced double digit growth in 2014. Overall revenue (comprising revenues from exports
and domestic revenues) for fiscal year 2015 is expected at USD 146 billion, a growth of approximately 13 per
cent over the last fiscal year, an overall year-on-year addition of approximately USD 17 billion (see chart
below). (Source: NASSCOM Report)
Indian IT BPM Industry Revenues1
USD billion
146
130
98
88 Growth
~ 13%
42 48
FY2014 FY2015E
Domestic Exports
Notes:
1. Includes hardware; domestic market numbers include eCommerce market.
E: Estimate
The table below shows the revenues for the various segments of the Indian IT-BPM industry for fiscal year
2013, fiscal year 2014 and fiscal year 2015 (estimated):
FY2013 FY2014 FY2015E
Exports Domestic Total Exports Domestic Total Exports Domestic Total
USD billion
IT services1 ........................... 42.9 12.2 55.1 49.2 12.0 61.2 55.4 13.3 68.6
BPM ..................................... 18.3 3.2 21.5 20.4 3.2 23.7 22.7 3.5 26.2
Packaged software, ER&D 15.3 3.8 19.1 17.7 3.7 21.4 20.0 4.2 24.1
and product development2 ....
Hardware .............................. 0.4 12.8 13.3 0.4 12.6 13.1 0.4 13.1 13.5
eCommerce .......................... - 8.7 8.7 - 10.5 10.5 - 14.0 14.0
Total .................................... 77.0 40.7 117.7 87.7 42.1 129.8 98.5 48.0 146.4
Notes:
1. Offshore Software Product Development (OSPD), which was earlier clubbed with IT services, has now been re-classified under
ER&D and product development.
2. Includes packaged software, OSPD, Engineering R&D and product development.
E: Estimate
NASSCOM notes that exports (including hardware) are likely to record a 12.3 per cent growth to reach
approximately USD 98 billion, up by approximately USD 11 billion compared to the last fiscal year. Exports of
IT services increased by approximately 15 per cent in Fiscal Year 2014 compared to Fiscal Year 2013 and are
expected to increase by approximately 13 per cent in Fiscal Year 2015 (compared to Fiscal Year 2014). The
domestic IT-BPM market at USD 48 billion (for Fiscal Year 2015) is expected to grow faster than the exports
market at 14 per cent, driven largely by the addition of eCommerce services. IT services is the largest segment
of the Indian IT-BPM industry, with a share of approximately 47 per cent followed by BPM with share of
approximately 18 per cent. Packaged software, engineering, research and development (ER&D) and product
development segments together have an approximately 16 per cent share followed by eCommerce (9.5 per cent)
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and hardware (approximately 9 per cent). (Source: NASSCOM Report)
The table below shows the break-up of the amount of exports (in US dollar terms) of the various segments in the
chart above for Fiscal Year 2014:
Fiscal Year Fiscal Year
2014 2015
(estimated)
(USD billion)
Project based ..............................................................................................................................................................................

24.8 27.6
IT consulting ................................................................................................................................................................................
1.4 1.5
Systems integration ......................................................................................................................................................................
1.4 1.6
Custom application development ................................................................................................................................................. 17.9 19.7
Network consulting and integration.............................................................................................................................................. 0.5 0.6
Software testing............................................................................................................................................................................
3.6 4.3
Outsourcing1 ...............................................................................................................................................................................
20.7 23.8
Application management ..............................................................................................................................................................
6.2 6.8
IS outsourcing ..............................................................................................................................................................................
9.2 11.0
Other (SOA &WEB Services) ...................................................................................................................................................... 5.4 6.1
Support and Training ................................................................................................................................................................
3.6 3.9
Software deploy and support ........................................................................................................................................................
2.9 3.1
Hardware deploy and support .......................................................................................................................................................
0.2 0.2
IT education and training .............................................................................................................................................................
0.5 0.6
Total ............................................................................................................................................................................................
49.2 55.4
Notes:
1. OSPD, which was earlier clubbed with IT Services, has now been re-classified under ER&D and product development. As such, these
numbers will not match with those published earlier.
The chart below shows the contribution of the various sectors to IT-BPM exports for 2014:
MPE Const & Utilities

T&T Others
2% 2%
3% 2%
Healthcare
5%
Retail
10%
BFSI
41%
Manufacturing
16%
Hi-tech/Telecom
18%
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The chart below shows the share of Indian IT-BPM exports to various countries in 2014:
RoW
2%
Continental APAC
Europe 8%
11%
UK
17%
USA
62%
Trends
According to NASSCOM, the IT services sector in India has grown over two-fold in the last five years and is
expected to reach revenues worth USD 69 billion in fiscal year 2015, with a growth rate of 12 per cent over
fiscal year 2014 (see chart below). Of the total Indian IT services market in fiscal year 2015, revenues from
exports contributed 81 per cent, while the remaining 19 per cent was from domestic business. The exports
market grew at a faster pace compared to the domestic market. The domestic market witnessed a growth of 10.2
per cent to reach USD 13 billion in fiscal year 2015 while the exports market grew at 12.6 per cent during the
same period to cross USD 55 billion. (Source: NASSCOM Report)
The charts below shows the expected increase in revenues of the Indian IT services industry from fiscal year
2014 to fiscal year 2015 respectively:
USD billion
69
61
55 Growth
49
12%
12 13
FY2014 FY2015E
Domestic Exports
NASSCOM notes that IT services has come a long way from providing cost arbitrage to managing IT from a
business perspective and providing enterprise digital transformation. Not only has the overall understanding of
business improved, services are now more closely aligned and customised to the needs of individual customers
in every industry and focused on providing business outcomes. The effect of digitisation and automation has
pervaded all the key service areas, converting from process and delivery driven to strategic and transformational
solution providers. (Source: NASSCOM Report)
IT services exports added approximately 89,000 employees in fiscal year 2015, at a growth rate of 8 per cent
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over previous year. Over the years people with specific skillsets have been gaining credence in the sector. With
SMAC and other emerging technologies playing a crucial role in the growth of the industry, skill requirements
too have undergone various changes. Requirement for people with cloud and mobile technology capabilities,
business intelligence and data analytical skills along with domain knowledge have gone up substantially.
Growth of India as an IT-BPM Service Delivery Location
The Indian IT-BPM industry grew from an approximately USD 1 million industry size in the 1980s to an
approximately USD 146 billion industry (in terms of expected revenues) in fiscal year 2015. Further, the
industry has gone from employing less than a million people in the 1980s to emerging as India's largest private
sector employer with over 3.5 million people. (Source: NASSCOM Report)
According to NASSCOM, there are certain key factors, which define India's attractiveness as a key IT-BPM
service destination:
A highly connected and a digital ready economy. India has more than 937 million mobile subscribers,
approximately 278 million internet users and an estimated USD 14 billion eCommerce market (in fiscal year
2015). With the world's second largest population, India also presents a large, increasing end-user market.
NASSCOM further notes that the India's economy is also showing signs of recovery. (Source: NASSCOM
Report)
High standards of business delivery. According to NASSCOM, the Indian IT-BPM industry has constantly
expanded its service offerings and added capabilities, evolving its business models, exerting control over
operational parameters to ensure high customer satisfaction. According to NASSCOM, India remains an
excellent business delivery center for the IT-BPM industry and has become the epicentre of the global
technology industry, with expertise in designing best practices across services helping clients effect significant
topline growth, business and operational improvements. (Source: NASSCOM Report)
India's cost advantage. India's cost advantage has been the primary theme for the global sourcing story and
continues to remain so. According to NASSCOM, the analysis of prominent cities across the world corroborates
this even Tier-1 cities in India such as Bengaluru, continue to be 8-10 times cheaper than source countries
and significantly cheaper than other low-cost destinations. (Source: NASSCOM Report)
The Indian technology industry is increasingly transforming itself as a Digital Hub. NASSCOM notes that
India has approximately 7,000 digital focussed firms with start-ups fuelling innovation by investing further in
futuristic technologies. Indian companies have also been making investments in the training and certifications of
their employees. With a variety of a specialized skill base, the industry accounts for approximately 50,000
trained people in analytics, 30,000 people in mobility and approximately 50,000 in cloud and social media and
collaboration. (Source: NASSCOM Report)
A strong innovation backed ecosystem. NASSCOM notes that Indian companies are consistently innovating
new methods and techniques to deliver enhanced value proposition to the clients. While start-ups are focusing
on emerging technology dependent areas such as education technology, health technology and ad-tech, large
firms are adopting evolving strategies to forge innovation into the ecosystem, for example, creating corporate
venture fund programmes that invest in select ventures and mutually interesting areas or an intra-preneurship
programmes that can help nurture ideas from employees. (Source: NASSCOM Report)
NASSCOM also notes the high customer satisfaction scores of Indian companies, with approximately 80 per
cent of customers satisfied with India; approximately 85 per cent customers believe India can deliver
transformational value; approximately 90 per cent plan to maintain or increase footprint in India. (Source:
NASSCOM Report)
Key emerging industry trends
The table below shows the evolution of the Indian IT-BPM industry over the past four decades in terms of
various metrics:
1980-1990 1990-2000 2000-2010 2010 onwards

Revenue (USD billion)1.. 1 >8 ~78 ~146
110
Employees (million)1...... 0.06 0.34 2.3 3.5
No. of firms1 ................... <1,000 ~2,000 10,000-12,000 >16,000
GDP share1 ..................... ~1% 1.8% 6.1% 9.5%
Exports share2................. <5% 10.5% 26% 37.8%
Share in global sourcing . 1 - - 47% 55%
Tipping point .................. - Y2K Global delivery model SMAC
Value addition ................ Low-end support & Standardisation, End-to-end services Digital
development productivity transformation
improvement
Time and material Non-critical Strategic partner; Domain specific
pricing functions non-linear growth services
Project-based Pay-as-you-use SMAC, innovation
Fixed cost, Time and Higher end services Outcome based
material
Notes:
1. Data for FY 1991, FY 2000, FY 2010 and FY 2015.
2. Share in total services export.
Trends in the exports markets
According to NASSCOM, fiscal year 2015 is expected to see the Indian IT-BPM exports market at USD 98.5
billion, recording a 12.3 per cent growth from USD 87.7 billion in fiscal year 2014. The ER&D and product
development segment is expected to be the fastest growing segment at 13.2 per cent, driven by higher value-
added services from existing players and an increased business from global in-house centers (GICs). IT
services exports are expected to grow at an industry rate of 12.6 per cent. Value-added services aro und
SMAC-upgrading legacy systems to be SMAC enabled, greater demand for enterprise resource planning
(ERP), customer relationship management, mobility from the manufacturing segment and user experience
technologies in retail segment are driving the growth in IT services. BPM is being driven by greater automation,
expanding omni-channel presence and application of analytics across entire value chain. (Source: NASSCOM
Report)
According to NASSCOM, exports to the United States, which is the largest market grew above the industry
average, aided by an economic revival and higher technology adoption. Demand from Europe remained strong
during the first half of the fiscal year, but softened during the second half due to currency movements and
economic challenges. Manufacturing, utilities and retail growth remained strong as clients increased
discretionary spend on customer experience, digital, analytics, ERP updates and improving overall efficiency.
BFSI, the most mature market experienced cost pressures affecting growth. (Source: NASSCOM Report)
According to NASSCOM, the industry is attempting to shift from a linear to a non-linear growth model and has
therefore been following a differentiated growth path. These strategies include both inward and outward looking
initiatives. One of the primary strategies focuses on product/IP development and this is further being supported
by their verticalised offerings. The expertise developed in specific verticals is enabling IT-BPM firms to deliver
innovative products and services to customers that in turn facilitate entry into new markets/ geographies and
access to customers. NASSCOM also notes that the rapid upscaling of capabilities around SMAC and other
emerging technologies is enabling it to expand services to existing customers and also attract new customers.
Trends in the domestic market
NASSCOM notes that as an economy, India is beginning to stabilise post the 2014 elections. Overall business
confidence is picking up with the new government in place and its policies and economic growth agendas (in
particular the Digital India and Make in India policies) have helped drive a vision of a technology enabled India.
The government of India's Digital India campaign aims to provide universal access to mobile connectivity in
India; re-engineering of the government's business processes using IT to improve transactions; workflow
automation within the government; public grievance redressal and other digital initiatives. The total costs of the
initiatives pursuant to the campaign are expected to be approximately USD 20 billion. (Source: NASSCOM
Report)
NASSCOM notes that in fiscal year 2015, the domestic IT-BPM market is expected to be an approximately
USD 48 billion market, an annual growth of 14 per cent from fiscal year 2014. This growth is largely being
driven by the growth in eCommerce segment. IT services (at approximately USD 13 billion) and packaged
software (at approximately USD 4 billion) segments are the next fast growing segments at 10 per cent and 12
per cent respectively. IT services is being driven by SMAC-cloud enablement, custom developing application
for mobile. Further, with the return of focus on infrastructure projects (largely in the later half of 2014), there is
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an uptick in demand for systems integration and IT consulting. Small and medium enterprises are also
increasingly opting for managed and datacenter services as a cost saving measure. Packaged software is growing
on the back of demand for mobile app development, security software, system software and customer analytics
products. (Source: NASSCOM Report)
Key growth drivers for the IT industry in 2014
Set forth below are some of the key growth drivers for the IT industry in 2014:
Cost reduction and business efficiency
According to NASSCOM, driven by increased competition, some firms took the route of restructuring their
businesses to improve profits and reduce costs, while some looked at inorganic growth and collaboration and
investing in SMAC. The global spend on IT services grew 1.2 times over the last five years. According to
NASSCOM, major organizations have been restructuring and revamping their existing businesses with a focus
on profitability over scale and size. (Source: NASSCOM Report)
The market for global sourcing grew nearly twice as fast as the growth in global spending on information
technology in 2014 compared to 2013 (see The Global IT-BPM Industry overview and trends in 2014
global sourcing growth (USD billion)), with India's share of this spend increasing from 66 per cent in 2013 to
67 per cent in 2014. (Source: NASSCOM Report)
New verticals, geographies, clients and services
NASSCOM notes that while BFSI and manufacturing continued to be the leading verticals in terms of spending
on information technology (amounting to approximately 60 per cent of the total spend for 2014), healthcare,
retail, government and utilities were the emerging verticals that contributed approximately 12 per cent of the
total spend for 2014. According to NASSCOM, analytics and cloud implementation were the key growth drivers
across verticals. (Source: NASSCOM Report)
The chart below shows the global IT spend for the key verticals for 2014:
100% = USD 657 billion
A significant percentage of this growth was led by the Americas and the Asia-Pacific market, with a growth rate
of 5 per cent and 4 per cent respectively in 2014. The Americas had the highest growth in the spend on IT and
APAC and EMEA recorded average growth.
In terms of services, IS outsourcing was the largest service sector in terms of IT spend for 2014 (with a 39 per
cent share of the total IT spend). According to NASSCOM, IS outsourcing growth is expected to further
improve, mainly driven by the demand for software defined infrastructure consumption model. Hybrid-cloud-
infrastructure adoption across industries, captured by infrastructure as a service (IaaS) provides the main
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driver.
Trends of IT spend in key verticals
Banking
ISG notes that the banking industry worldwide is in a state of flux. In Europe a lower economic outlook, low
interest rates, increasing regulation and regulatory penalties continued to impact the financial performance of
large banks in 2014. In the Asia Pacific, and particularly in India growth in new bank licenses and grants of
differentiated banking licenses such as payment banks is expected to drive outsourcing spending. Ever-changing
and increasing regulations, escalating compliance costs and higher capital requirements are impacting banks
profitability and return ratios. That creates pressure to reduce operating costs and improve return ratios. Banks
now also need to cater to the millennial generation, which has demonstrated a preference for alternate and
emerging channels. These pressures are driving outsourcing spend in the vertical, apart from spending related to
compliance initiatives. (Source: Momentum Market trends and insights report - 2015 Vertical Industries
Report, Information Services Group, June 2015 (the ISG Report))
Set forth below are some key trends relating to IT spending in the banking sector:
New age customers in focus, innovation in demand: ISG notes that millennials are one of the largest customer
segments for most retail banks. Clients are interested in partnering with service providers that have developed
specific capabilities in segmenting customers based on transaction history; can enable custom offerings; and can
help engage, mine and retain their millennial clientele better. (Source: ISG Report)
Higher cost of compliance: Banks continue to face challenges in meeting regulatory compliance requirements.
These requirements have been driving outsourcing spend for the last few years in the vertical. ISG observes that
mature clients in the vertical are engaging with service providers that enable them to optimize compliance
spending through automation and other efficiency enhancements. (Source: ISG Report)
Regional banks an area of opportunity for smaller service providers: Regional banks continue to invest in
automation, process and productivity enhancements and in alternate channels. Their focus on productivity
improvement and cost rationalization provide a huge opportunity for smaller service providers to make inroads
into this market and help first time outsourcers. (Source: ISG Report)
Competition from non-traditional firms lead to new investments: Non-bank lenders have made significant
inroads into core banking activities such as lending and payments over the last few years. These firms include
microfinance, insurance companies, venture capital and private equity firms, asset management firms, and peer-
to-peer lending companies. Such competition from new age firms is forcing banks to invest in new and alternate
channels, as well as data management and predictive analytics platforms. They are also optimising processes for
quicker turnaround of business requests and lowering transaction costs for the end customer while ensuring
stickiness and higher lifetime value. (Source: ISG Report)
Energy
According to NASSCOM, the key trends in the energy vertical for 2014 were:
Offshoring is driven by the need to comply with government regulations, lower time to market and cost
savings.
Digitization Smartgrids, predictive analytics and condition monitoring, wireless M2M solutions for
production monitoring, advanced analytics and forecasting and 3D mapping.
There are opportunities for Indian firms in detailed engineering, testing, verification and validation and
embedded systems.
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Manufacturing
Semiconductors
ISG observes that there are different outsourcing drivers within the semiconductors vertical depending on the
particular companys value chain position. Foundries are most focused on driving costs out of operations.
Scalability and cost savings are strong selling points for these clients. Design houses are driven by research and
development. When selling to that segment, service providers should emphasize their ability to improve speed-
to-market. ISG observes a need to embrace and offer new products and services including ones related to
mobility, automation, analytics, X-as-a-service, other cloud technologies, information security, the ioT, social
media and other emerging technologies is a major influence on business activity and outsourcing within
companies across the tech sector. Although specific outsourcing engagements vary by industry, the drivers are
the same: the need to enhance innovation and protect profitability because customer preferences and the
competition are changing quickly. (Source: ISG Report)
Materials
ISG observes that economic volatility is continuing to drive focus on cost reduction in this sector. Clients are
very particular about cost reduction and there is huge demand to convert most capital expenditure to operational
expenditure. Engineering services has become a prerequisite capability for heavy engineering specific verticals
such as materials. ISG observes that IT and BPO service providers may get invited to execute engineering
services contracts due to their existing relationships with the CIO office. But in the long run client retention
demands deep engineering domain expertise. Service providers that bring in partner firms in the engineering
space stand a good chance to win and retain clients. (Source: ISG Report)
Conglomerates
ISG notes that cost-cutting and operational efficiency represent key drivers in this sector. There is opportunity
for conglomerates to be successful by increasing efficiency through outsourcing in areas such as product design
and product management. It is important that service providers showcase their capability to provide business-
specific solutions that address the clients business risk while helping them reduce cost. Emphasis is also placed
on service providers being able to display global delivery capabilities that can address both the clients local
requirement and risk in transition from one cost-effective location to the other. (Source: ISG Report)
Construction
ISG notes that the need to modernize infrastructure, centralise operations and manage capital expenditures are
prominent challenges facing this sector. As such, there is a need to invest in outsourcing in technology areas
such as scaleable software solutions, collaborative solutions, cloud-based building information modelling
platforms and analytics. (Source: ISG Report)
Retail
ISG notes that outsourcing has been increasing in the retail vertical during the past few years as the nature of the
business continues to change and retailers aggressively seek to reduce costs. (Source: ISG Report)
Set forth below are some key trends relating to IT spending in the retail sector:
Increased spending on outsourcing among mid-sized retailers: ISG notes that retail companies with revenue in
the range of USD2 billion to USD5 billion have significantly increased their level of activity in terms of
sourcing. ISG notes that there were multiple outsourcing transactions in 2014, especially in the specialty retail
business. (Source: ISG Report)
Need for integrated solutions: Retail clients are looking at applications and infrastructure together, and they are
looking at a single provider to source both. Clients are seeking value in consolidating and giving everything to
one service provider so that they can develop a more meaningful relationship even if the firm is smaller.
(Source: ISG Report)
Service providers lack integrated capability: Service providers in the retailing industry have been investing in
domain capability and hiring consulting resources. However, there is a bit of an integration challenge for service
providers, even though some are promoting an integrated story of offering one platform that will run all systems,
whether it is applications or infrastructure. (Source: ISG Report)
114
Emergence of niche players: Many smaller companies have emerged as specialists in areas of social media,
analytics and mobility solutions for retailers. Clients are relying more on hiring specialist firms that can roll out
their mobility rather than the traditional service providers, which are unable to offer end-to-end services in these
areas. (Source: ISG Report)
Greater enthusiasm toward the cloud: Since retail companies want to reduce operating expenses and maximize
savings, and also want to deliver seamless experiences to their customers, cloud computing is a good fit.
Aerospace
Many firms in the aerospace segment are enthusiastic about the civil aviation segment, with new airlines coming
to the market. The stress on research and development and innovation is driving engineering services. ISG
observes that clients are partnering with service providers that are flexible and offer managed services and risk-
sharing models. Service providers are advised to be flexible and work with clients through new engagement
models like gainsharing, while enhancing their engineering services and product development capabilities.
Media
ISG notes that there are two distinct outsourcing client profiles within the media industry. ISG classifies the two
types as mature and immature outsourcing companies. Mature, experienced outsourcers mostly have
already undergone major transformation programmes and currently are concentrating on adjusting their
outsourcing engagements to provide incremental savings. Large, transformational opportunities exist at
immature clients, but these companies are very circumspect about outsourcing. They often do not accept the
premise that an outside firm can manage operations better than they can do it themselves. These potential clients
are challenging to win, but they offer large potential rewards for service providers because of the scope of
opportunity. (Source: ISG Report)
Where media companies fall on the maturity scale often relates directly to how much they have embraced
digitalization, which has disrupted the industry. Media companies that are on the front edge of offering digital
content through mobile and other channels also tend to be the companies that have undergone transformation
and outsource most extensively. Conversely, digital laggards tend to be vertically integrated and manage most of
their IT and back-office functions in-house. (Source: ISG Report)
ISG observes that there is a market for cloud storage services in the vertical. The amount of content that media
companies produce is exploding because of their need to support different distribution channels. Investing to
expand traditional infrastructure becomes cost-prohibitive as storage needs scale, which has led to a strong
demand for cloud storage that ISG expects to continue. Outsourcing service providers can promote the new
ideas, services and technologies the media industry needs. ISG observes that specialized digital services are a
powerful lead-in for winning attention and new business in the vertical. There is strong current demand for
content management systems and services that can span all delivery channels (such as mobile, web, print and
podcast/audio). (Source: ISG Report)
Set forth below are the key trends in certain service offerings for 2014:
Custom Application Development and Management
According to NASSCOM, custom application development and management (CADM) has seen an
approximately 13 per cent CAGR in revenues over the past five years. India's share in the global CADM market
is approximately 30 per cent. Further, approximately 95 per cent of the IT firms operating in India offer CADM
services. NASSCOM notes that CADM is expected to see a 10 per cent growth in exports and 12 per cent
growth in domestic business for fiscal year 2015 compared to fiscal year 2014. CADM is expected to have the
highest share in IT services export (48 per cent) for fiscal year 2015. (Source: NASSCOM Report)
115
NASSCOM notes that the growth in CADM is driven by specialized services. The chart below shows the
expected growth in CADM for fiscal year 2015, compared to fiscal year 2014:
USD billion
32
29
26 Growth
24
10%
4.7 5.2
FY2014 FY2015E
Domestic Exports
NASSCOM notes the below key trends in relation to CADM:
Trends
Supply side Specialized application development management services are the key
focus
Rise in large scale business transformation contracts
Local investments to mitigate risks
Expansion beyond core developed market
Demand Side Growing demand for CADM services
US and UK remain key markets
Increased focus on offshoring ADM by small and medium businesses from
developed markets
Technology Impact Platforms and mobile app development-gaining traction
Partnering with cloud service providers to offer platform-based CAD
services
116
Testing
NASSCOM notes that software testing is expected to see an 18 per cent growth in exports and 7 per cent growth
in domestic business for fiscal year 2015 compared to fiscal year 2014. Testing is expected to have an 8 per cent
share in IT services export for fiscal year 2015. Testing has seen an approximately 18 per cent CAGR in
revenues over the past five years. (Source: NASSCOM Report)
The chart below shows the expected growth in growth in testing for fiscal year 2015, compared to fiscal year
2014:
USD billion
4.5
3.8
4.3 Growth
3.6 18%
0.2 0.2
FY2014 FY2015E
Domestic Exports
NASSCOM notes the below key trends in relation to Testing:
Trends
Supply side Agile testing growing in acceptance, still to fully mature
Testing automation, data management-adapting to new technology demands
Crowdsourced testing gaining popularity
Demand Side Testing budgets continue to rise driven by demand for mobile and cloud based
testing development
Fragmentation, integration and context-driven testing in demand
Technology Impact Cloud based testing, IP-led testing, testing-as-a-service; automated testing and
testing in domain-specific niche service key drivers for both third party and GICs
Transformational programs using SMAC and loT other drivers
Digital
NASSCOM notes the below trends in relation to emerging technologies and digitization:
New Technologies Opportunities Case Examples

Big Data/Analytics Global Big Data market opportunity is Gramener, data analytics firm
estimated to grow at 45 per cent annually analyses large-scale data and
Platforms/Business Platform-as-a Service (PaaS) to attain a 41 presents it through real-time
process as a service per cent CAGR through 2016 dashboards. Builds domain-specific
business intelligence solutions to
integrate visualizations with clients'
platforms
Social Media 27 per cent of firms outsource their social Firstsource runs social media
media research efforts, top 3 areas: forums for its clients, where
design/development, content creation and customers can engage in
analytics discussions about products or
Mobility Industry-specific: Mobile banking, mobile services
commerce, airline mobile ticketing, clinical
117
New Technologies Opportunities Case Examples
trials
Robotic Process 40 per cent of existing BPM work to get Sutherland's partnership with Blue
Automation (RPA) impacted by RPA with 40 per cent lower Prism-a RPA technology provider.
cost impact Has signed an RPA-led deal with
an European travel firm
ERP
Gartner notes that application management services for the ERP ecosystems continue to be a significant source
of spending (over 80 per cent) of total cost of ownership across the life of the application suite. Therefore,
sourcing managers and applications managers are challenged to ensure high levels of efficiency and efficacy.
Digital business initiatives are challenging enterprises to ensure that ERP ecosystems are not only optimized,
but also well positioned to be the underlying foundation for all the functionality, applications and new disruptive
business processes that will constitute the largest portion of new work in the enterprise. (Source: Gartner,
Recognize Key Trends and Buying Patterns to Evaluate Oracle Application Management Service Providers,
April 29, 2015) Further, the need to support digital businesses is forcing enterprises to embrace a
postmodern ERP, characterized by hybrid cloud environments - workflowed for mobile, social and analytics -
with enhanced user interfaces. (Source: Gartner, Market Trends: SAP Service Provider Opportunities in a
Postmodern ERP World, January 26, 2015)
The areas of fastest growth for Oracle services are in the newer segments of cloud, Fusion Middleware,
multichannel and analytics. (Source: Gartner, Recognize Key Trends and Buying Patterns to Evaluate Oracle
Application Management Service Providers, April 29, 2015) The areas of fastest growth for SAP services are
in the newer segments of cloud, Hana, multichannel and analytics, even though such services currently account
for a small fraction of the SAP service market. Changing buyer demand in service delivery and contracting
favors smaller, faster, outcome based delivery. Service providers are innovating accelerated offerings, delivery
and pricing models. (Source: Gartner, Market Trends: SAP Service Provider Opportunities in a Postmodern
ERP World, January 26, 2015)
Gartner disclaimer
The Gartner Reports described herein, (the Gartner Reports) represent data, research opinion or viewpoints
published, as part of a syndicated subscription service, by Gartner, Inc. (Gartner), and are not
representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of
this filing) and the opinions expressed in the Gartner Reports are subject to change without notice.
Gartner disclaims all warranties, express or implied, statutory or otherwise, including, without limitation, any
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OUR BUSINESS
In this section, unless the context otherwise requires, a reference to our Company or to we, us and
our refers to Larsen & Toubro Infotech Limited and our Subsidiaries on a consolidated basis. Unless
otherwise stated or the context otherwise requires, the financial information used in this section is derived from
our consolidated Restated Financial Statements.
Overview
largest Indian IT services company in terms of export revenues. Our clients comprise some of the worlds
largest and well-known organisations, including 41 of the Fortune Global 500 companies.
We offer an extensive range of IT services to our clients in diverse industries such as banking and financial
services, insurance, energy and process, consumer packaged goods, retail and pharmaceuticals, media and
entertainment, hi-tech and consumer electronics and automotive and aerospace. Our range of services include
application development, maintenance and outsourcing, enterprise solutions, infrastructure management
services, testing, digital solutions and platform-based solutions. We serve our clients across these industries,
leveraging our domain expertise, diverse technological capabilities, wide geographical reach, an efficient global
delivery model, thought partnership and new age digital offerings.
We were incorporated in 1996 and are headquartered in Mumbai, India. We leverage the strengths and heritage
of our Promoter, Larsen & Toubro Limited, a leading Indian conglomerate in engineering, construction,
manufacturing, finance and technology. The L&T group provides us with access to professionals with deep
industry knowledge in the sectors in which we do business. We have also inherited from the L&T group its
corporate and business culture and corporate governance practices, which in our view places us in good stead in
relation to our business. In addition, we benefit from our Business-to-IT Connect model, which we derive
from the commonality of business verticals with our Promoter. For further details, see Our Business Our
Competitive Strengths Strong domain focus enabling Business-to-IT Connect from pages 119 to 120.
business. Besides India, we provide services globally and the percentage of our revenue from continuing
operations from North America, Europe, Asia Pacific and the rest of the world amounted to to 68.6%, 17.9%,
2.4% and 6.9%, respectively. As of June 30, 2015, we had 22 Delivery Centres and 42 sales offices globally.
As part of a business restructuring exercise conducted by our Promoter, all engineering services businesses of
our Promoter have been consolidated under a separate subsidiary of our Promoter, LTTSL. As part of this
restructuring, on January 1, 2014, we sold and transferred the assets and liabilities of our PES Business to
LTTSL. Our PES Business was responsible for the operations of our telecom cluster, providing IT services and
solutions to our clients in the telecommunication sector. For further details on our PES Business, see Our
Business Notable Developments on page 133.
Our revenue from continuing operations increased by a CAGR of 20.4% from 34,278.57 million in Financial
Year 2013 to 49,680.94 million in Financial Year 2015. Our USD revenue from continuing operations
comprise amounts in foreign currencies across our operations, excluding the United States, that are converted
into USD using the month-end/day-end exchange rates for the relevant period. In USD terms, our revenue from
continuing operations increased by a CAGR of 13.4% from USD 630.0 million in Financial Year 2013 to USD
809.9 million in Financial Year 2015. Our net profit from continuing operations increased by a CAGR of 22.1%,
from 5,100.38 million to 7,600.05 million during the same period. During this same period, our total number
of employees increased by 23.0%, from 15,833 as of March 31, 2013 (excluding employees of our PES
Business), that has been consolidated under a separate subsidiary of our Promoter (see Our Business Notable
Developments on page 133) to 19,479 as of March 31, 2015.
Our Competitive Strengths
We believe that our principal competitive strengths are as follows:
Strong domain focus enabling Business-to-IT Connect
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We are among the few IT service providers that are part of a diversified business conglomerate. We are part of
the L&T group, whose businesses span multiple industry segments. Our Business-to-IT Connect model
primarily leverages the domain experience and institutional knowledge of the L&T group across industries to
assist us in developing and delivering IT services and solutions that benefit our clients. Our Business-to-IT
Connect model is supplemented by the knowledge sharing of subject matter experts from L&T group companies
to facilitate the development of solutions driven by business context and domain knowledge.
We believe that our Business-to-IT Connect proposition provides us with an advantage over our competitors in
that we are able to capitalise on strategic opportunities at a faster pace due to the readily available domain and
institutional knowledge at our disposal. Over the past ten years, we have built a strong domain orientation across
our business verticals in the way we approach our clients with solutions to their business objectives and the way
we deliver services to them.
For example, we were able to use our Business-to-IT Connect model in relation to the IT services that we
provided to a global automotive original equipment manufacturer for the establishment of a smart factory
initiative. Subsequent to our request, our parent company disseminated its knowledge on smart factories to us to
capture machine information and effectively use digital technologies in relation thereto. Specifically, L&T
teams presented to us on the methodologies, approaches and solutions relevant to this engagement which was
very helpful for our employees in delivering services to our client.
Strong parentage and brand equity of our Promoter
The L&T brand is one of the most well-respected brands in India, which we believe provides us with a
competitive advantage, particularly in: attracting talent and new clients; benefiting from our Promoters global
network; exploring potential business opportunities; best corporate governance practices; accessing capital; and
establishing ourselves as a thought partner with the top management of many global corporations. We have and
shall continue to capitalise on the ability to engage with and obtain work from strategic global clients, vendors
and partners of the L&T group. This differentiates us from our market competitors that are standalone
companies, as we are able to take advantage of exposure to L&T group relationships that are familiar with and
trust our Promoters brand. Our Promoters parentage has contributed towards our growth in the IT services
industry, and will continue to help us achieve our strategic objectives.
Established long-term relationships with our clients
Client relationships are the core of our business. Our clients include many leading businesses, including 41 of
the Fortune Global 500 companies. Our track record of delivering an extensive range of solutions using our
global delivery model, demonstrable industry and technology expertise, and sensitivity to our clients feedback,
has helped us forge strong relationships with our major clients. For example, in Financial Year 2015, we had
twenty clients who generated above USD 10 million in revenue, eight clients who generated above USD 20
million in revenue and three clients who generated above USD 50 million in revenue, which is reflective of such
strong client relationships.
We have a history of high client retention and derive a significant proportion of our revenues from repeat
business (defined as repeat business generated in the preceding Financial Year) built on our successful execution
of prior engagements. In Financial Years 2015, 2014 and 2013 we generated 98.1%, 96.9% and 97.5%,
respectively, of our revenue from continuing operations from existing clients across a range of business
verticals. In addition, as of March 31, 2015, we had been engaged with over 100 clients for more than three
years and had been doing business with two of our largest clients for over ten years. In order to improve our
service delivery and facilitate repeat business, we carry out regular surveys, which is important for us to ensure
a high level of client satisfaction through continued feedback. We strive to be flexible to our clients business
needs and requirements, in part through our Thought Partnership program, which is a strategic level
programme, designed for us to work with executive officers and business leaders from our clients in terms of
addressing their current issues and business needs, such as reducing run costs, re-aligning IT with business
changes, and helping envision their future technological needs in line with projected business trends.
We have an active and institutionalised approach for managing client relationships. We engage our clients by
having a collaborative sales and marketing model where our sales, solutions and delivery teams participate in
the sales process. While our sales and account managers assist our clients in day-to-day account management,
members of our executive team also help manage strategic client accounts. These relationships have helped us
better understand our clients business needs and enabled us to provide effective solutions to meet these needs.
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Extensive portfolio of IT services and solutions
We have an extensive portfolio of IT services that we offer our clients to address their different business and
technology needs. We have continuously invested in broadening our IT service portfolio to span consulting, IT
services and software platform-based services, which we tailor to our clients specific needs and industries in
which they do business. Our suite of business solutions includes technology consulting, enterprise solutions,
systems integration, custom application development, application maintenance and production support,
infrastructure management, independent testing and validation, Cloud ecosystem integration and business
platforms and solutions. The solutions that we provide our clients are technology agnostic. In other words, we
do not advocate a particular technology/product and offer the solutions most appropriate to the needs of our
clients.
We believe that our extensive portfolio of IT services and solutions enables us to grow our client relationships
and scope of engagements, as well as instill our clients with confidence in our ability to address their diverse
and dynamic business needs.
Focus on emerging technologies
We look to assist our clients to engage the future through our focus on emerging technologies. We invest in
new technologies and track new business trends, and believe that every industry will increasingly adopt digital
as a key component of its overall IT solutions and services expenditures. We define our digital business as
solutions and services offered to clients through the fusion of new age technologies for disruptive business
transformations, including as part of our Thought Partnership programme. Such transformations are enabled
by creating innovative business models leading to enhancing client experiences and greater operational
efficiencies. Some of the technologies that we consider as new age include:
Social
Mobile
AIM
Cloud Computing
Big Data
ioT
Business Process Digitalisation
User Experience
Cognitive Computing
Over the past few years, we have aligned our existing areas of expertise and have created focused initiatives in
developing capabilities in emerging technologies, which we eventually intend to offer under a specific brand. In
Financial Year 2015, our digital solutions service line represented 9.5% of our revenue from continuing
operations.
Our investment in the digital practice is focused on providing our clients with a competitive edge, as well as
giving us a competitive advantage in the market. Our digital assets have received multiple industry recognitions.
For example, in 2015, the World Innovation Congress recognised our ServiceFirstTM application (which
provides for aftermarket service management across service ecosystems) as the most innovative Cloud
platform as a service. Moreover, in 2015, the NetApp Innovation Awards recognised us for our efforts in
innovation in big data.
Track record of established processes and executing large, end-to-end, mission critical projects
We believe that we have a reputation for delivering high quality IT solutions and services, as well as timely
project completion within agreed cost parameters. We have expanded our offshore, onshore and near shore
presence, thus growing and developing our global delivery model and the services it provides, which are, as a
result, sufficiently flexible to be adapted to respond to our clients objectives, particularly with respect to
security, scalability and cost.
Our company has a track record of executing a number of large, end-to-end, mission critical projects in diverse
business areas and technology domains for clients. For examples, see Our Business Our Clients Key Client
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Relationships on page 138. As part of our execution of large and complex projects, we leverage our expertise
in providing comprehensive project/ programme management through our global delivery model (see Our
Business - Global Delivery Model from pages 133 to 134) and our clients benefit from our experience in
multiple technologies, industry knowledge, project management expertise and proprietary software engineering
tools developed in-house. Our company has successfully competed globally to win projects and our success in
such engagements has enhanced our recognition in the global marketplace.
Strong management culture
We have built a strong management culture, which has been influenced by our parent companys core values
and work ethic. Since we started doing business, our parent company has instilled in us its sense of purpose and
passion in the manner in which it does business, and we cherish and live by those values. Our management
culture is collaborative and team-oriented, which is inherent in the way we do business and we believe this is a
source of competitive advantage.
Our management team comprises seasoned technology professionals with global experience, as well as
professionals with deep experience in the domains of our clients, which has helped us deliver strong financial
performances consistently. We believe that this blend, together with a strong management culture, helps our
management team develop deep insights, anticipate trends in the market, and devise and execute our companys
strategy effectively.
Conducive work environment to attract and retain talent
People are critical to our business and our ability to grow, depends to a large extent on our ability to attract,
train, motivate and retain employees. We have a highly skilled, well-trained and diverse employee base, which
provides us with the flexibility to adapt to the needs of our clients and the technical requirements of the various
projects that we undertake.
We are recognised as a preferred employer in the Indian IT services industry. In 2014, NASSCOM ranked us
among the top 20 IT BPM employers in India. Moreover, in 2015, we won five awards from the World HRD
Congress in relation to our Indian operations, including training organisation of the year, best leadership
development for middle management, best leadership development program for top management, and most
innovative use of training and development as an HR initiative for OD. We are committed to the development of
expertise and know-how of our employees, as demonstrated by regular technical seminars and training sessions
organised by us. We focus on performance management, providing input on leadership qualities, mentoring and
periodic reviews for career alignment and planning.
Our Business Strategies
The key elements of our business strategies are as follows:
Focus on a targeted client portfolio
We intend to continue building long-term sustainable business relationships with our existing clients to generate
greater revenues. This involves inter alia increasing the scope of engagements with our existing clients; selling
additional services to them; deploying project managers, delivery specialists and other professionals to provide
value-added business solutions; and eventually become a thought partner with them in terms of their existing
and future business needs by identifying priority solutions in consultation with industry experts.
As part of the foregoing strategy, we plan to have an optimal client portfolio to better focus and serve our clients
across the geographies and industries in which we do business. We have a track record of high client retention
and as our client relationships mature and deepen, we seek to expand the scope of services offered to those
clients to achieve incremental revenue growth. Our ability to establish and strengthen client relationships and
expand the scope of services we offer to clients will help us grow our revenues and profits.
Targeting higher total contract values
We are targeting clients who have the potential to offer opportunities with large total contract values. We intend
to originate large engagements by either identifying opportunities with our existing client accounts or by
targeting new clients whose existing engagements with IT vendors will be up for renewal. We plan to achieve a
higher value client portfolio by focusing on annuity applications and infrastructure management service deals,
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which tend to be long-term in nature. As part of this strategy, we will need to provide clients with greater
pricing flexibility and optionality; further develop our client-specific, industry-specific, technological and other
solutions required for larger engagements; provide end-to-end services, improve our service delivery across our
global delivery model; capitalise on our strengths, such as our Business-to-IT Connect model and leverage our
Promoters parentage; build additional and more holistic relationships with globally well-known software
vendors and other partners; and engage in tailored marketing campaigns for specific client accounts.
Furthermore, we are in the process of investing in and building sales operations capabilities to establish
standardised processes to facilitate our targeting of larger and higher-value client engagements. We believe that
the foregoing will enable us to deliver greater value-added IT solutions to our clients businesses and increase
our share of their IT expenditures.
Continue to focus on emerging technologies
We regularly track new technologies, industry segments and market trends in the IT solutions market and
believe that digitalisation will increasingly become systematically critical in the future. We plan to further
enhance our digital platforms, build industry and technology frameworks, the ioT, business process
digitalisation and end-to-end digital transformational delivery capabilities. With respect to business process
digitalisation, we plan to further develop automation tools providing greater value-added propositions to our
clients to bring about business processing efficiency for them. We have established business relationships with a
number of players in the digital space and, in addition to our existing capabilities, such relationships will further
enable us to develop complex ecosystems along with our partners as a value-added proposition to our clients. In
addition, as part of our strategic focus in India, we are inter alia positioning ourselves to cater to Smart Cities
opportunities that we have identified therein.
Expand our focus on infrastructure management service offerings
Our IMS service practice offers a wide spectrum of end-to-end services covering IT infrastructure consulting,
design, managed services, migration services, operational support, desktop support, and Cloud enablement,
hosting and migration. We aim to leverage our Business 1st approach with respect to IMS, which provides
extensive services to clients inter alia using application development, maintenance, support and testing services,
which collectively assist our clients automate their business processes through customised service delivery plans
that are aligned with their business needs and objectives. Similar to our approach in relation to emerging
technologies, we have agreements with a number of players in delivering our IMS service offerings in a
technologically-agnostic way. This approach is beneficial to our clients and helps establish our credibility with
them with a view to eventually becoming their thought partners and long-term service providers.
In addition, we are currently looking for strategic acquisition opportunities in relation to our IMS business. We
are specifically looking to acquire a complementary business, technology, service or product that can provide us
with access to new markets, capabilities or assets in relation thereto.
Expand our geographical presence
We market and distribute our solutions directly through our global delivery model (see Our Business Global
Delivery Model from pages 133 to 134). We have historically been dependent on North America and Europe
for most of our revenues. In Financial Year 2015, revenues originating from North America and Europe
represented 68.6% and 17.9%, respectively, of our revenue from continuing operations. While we intend to
continue expanding our presence in the United States and Europe, we also plan to expand our geographical
reach in other markets that we have identified as having potential, including Australia, Singapore, Japan, South
Africa, India and the Middle East. We are in the process of augmenting our teams in these markets to further
explore the opportunities therein.
With respect to our operations in South Africa, the Nordic region and the Middle East, we view these regions as
gateways to the rest of Africa, Eastern Europe/the Baltic region and the Middle East/North Africa region,
respectively. As such, we intend to allocate resources to these markets not only for pure-play market
opportunities therein, but also as stepping-stones to other client opportunities that we can identify through
greater regional experience, expertise and client referrals. For example, in South Africa, we recruit local
nationals to assist in our market penetration efforts, in addition to complying with local regulatory requirements.
In the Middle East we intend to leverage the strong presence of the L&T group, which is engaged in the oil and
gas, construction and transportation sectors.
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We have identified Germany and France as important markets for us going forward and we would like to
enhance our capabilities and address gaps in language capability, industry expertise, technical expertise and
geographic coverage in these countries. As such, we are also currently contemplating pursuing strategic
acquisitions in these markets.
Strengthen our brand name in the Indian and global IT services market
The L&T brand is well-established as one of Indias most prominent conglomerates and we have benefited
from such parentage. At the same time, we intend to further strengthen our L&T Infotech brand by continuing
to deliver high quality services to our clients, enhancing our market positions in the markets in which we do
business and becoming a thought partner with our clients.
Accordingly, we have engaged in a number of brand building exercises, and intend to continue strengthening
our brand in the IT services marketplace through brand building efforts, communication and promotional
initiatives, such as interacting with industry research organisations and prominent publications, industry
analysts, participating in industry events, public relations and investor relations efforts. We also plan to conduct
various customised client events, including seminars, roundtables and breakfast sessions on identified industry
or technology specific themes with a view to delivering a focused message on our capabilities, experience and
value proposition relevant to the specific theme. In addition, we connect with academia through our campus
connect programmes and look to further build our brand by attracting the best talent.
We believe that an established record of excellence, the foregoing initiatives and the listing of the Equity Shares
will enhance the visibility of our brand name, contribute to our recruitment and retention initiatives and
strengthen our recognition as a leader in the Indian IT services industry.
Focus on greater internal operational efficiency
We plan to continue developing and investing in frameworks, accelerators, in-house proprietary solutions and
customised software processes to drive efficiencies internally. We also plan to increase our profitability by
streamlining our cost structure with a focus on high employee utilisation and optimising resource mix. We have
a specific department to identify and implement direct cost reductions in our operations. To this end, business
process digitalisation is important in streamlining our cost structure to make us more operationally efficient. We
plan to automate various project delivery processes as well as internal IT service processes to enhance human
productivity and once various tools are developed in relation thereto, we plan to institutionalise their usage
across our business units, which will provide us with the appropriate business platform to be more efficient. We
also plan to introduce specific business process digitalisation initiatives in relation to our business verticals and
service lines for us to realise operational cost savings. We believe that the foregoing initiatives will allow us to
move up the value chain with respect to services offered.
Operations
We have organised our business into industrial and services clusters to service the market with a focus on
business verticals, achieving greater delivery efficiency by cross-utilising resources within similar business
verticals, and generally providing management with greater bandwidth for review and control.
Our Business Verticals
We combine our range of service offerings with industry-specific experience to provide services to clients
engaged in various business verticals.
The following table presents the percentage contribution of our various business verticals to our revenue from
continuing operations for Financial Years 2015, 2014 and 2013:
Percentage of our revenue from continuing

operations
Financial Year Financial Year Financial Year
Business Verticals 2015 2014 2013
Banking and Financial Services ............................................................................. 27.1% 26.0% 29.1%
Insurance ................................................................................................................ 20.0% 18.8% 17.9%
Energy and Process ................................................................................................ 16.2% 22.0% 20.8%
Consumer Packaged Goods, Retail and Pharmaceuticals ....................................... 9.3% 8.4% 7.3%
Hi-Tech and Consumer Electronics ........................................................................ 6.9% 7.4% 10.0%
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operations
Business Verticals 2015 2014 2013
Automotive and Aerospace .................................................................................... 5.7% 4.2% 3.5%
Media and Entertainment ....................................................................................... 5.4% 4.6% 4.3%
Others* ................................................................................................................... 9.4% 8.6% 7.1%
Total ...................................................................................................................... 100% 100% 100%
* Includes plant equipment, utilities, engineering and construction and travel and logistics.
Banking and Financial Services
We deliver end-to-end IT solutions to our BFS clients. This business vertical contributed 27.1% of our revenue
from continuing operations in Financial Year 2015. According to the Everest Groups Banking Application
Outsourcing Service Providers PEAK Matrix Assessment published in 2015, we were positioned as a major
contender in respect of our market success (as measured by the ACV of large active AO deals, the number of
large active AO deals and our yearly vertical specific AO revenue growth) and our delivery capabilities, among
banking-application outsourcing service providers.
Our BFS clients are primarily based in the North America, Europe, the Asia Pacific, South Africa and India. Our
largest client in Financial Year 2015 was Citibank and accounted for 14.1% of our revenue from continuing
operations for such year. For further details, see Our Business Our Clients Key Client Relationships Our
relationship with Citibank on page 138.
Our core service offerings in this business vertical are:

Capital Markets and Investment Banking: We provide business solutions, capital markets and investment
banking IT services across the financial and securities industries. We have experience in working with global
financial institutions to develop their IT solutions for pre-trade, trade and post-trade processes. Our areas of
expertise include custody and settlement, asset servicing, transfer agency and income statement reporting.
Wealth and Asset Management: We deliver wealth and asset management IT services across various asset
classes in functional areas such as portfolio management, private banking and fund accounting. Our SaaS- based
transfer agency solution, Unitrax, is used by fund houses in Canada.
Corporate and Retail Banking: We offer corporate and retail banking IT services and solutions to corporate
financial institutions in various areas, including CRM, enterprise data management platform mobility, mobile
banking, customer centric channel banking, cash management, trade finance, lending, leasing, payments and
cards.
Finance, Risk and Compliance: We offer a range of services, including consolidation of financial data across
multiple banking entities and the development of IT solutions for in house financial reporting, risk management,
and regulatory compliance in areas including KYC, AML, Basel regulatory framework, CCAR and FATCA.
We also provide the following new-age service offerings to our clients in this business vertical:
Digital Transformation: We implement large digital channels transformation programmes to deliver consistent
banking experience across multiple digital channels. We leverage smart devices and our UXD to enhance user
experience.
Front to Back Automation: Our IT services enable banks to reduce their total cost of ownership by implementing
technologies such as machine learning, robotics automation, digitisation and business process management. We
leverage our solutions to enhance operational efficiencies and data management.
IT Simplification: We provide thought partnership to clients CIOs for application portfolio rationalisation,
legacy modernisation and decommissioning services.
Development Operations Digital Delivery: We offer strong expertise in development operations execution to
respond to the business needs of global banks leveraging Cloud, application lifecycle management and remote
layer management tools.
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Customer Centric Modeling: We specialise in consolidating data residing in disparate systems to create a central
source of information and offer a complete view of banks customers.
Centralised Risk Based Testing: We specialise in setting up centralised testing COE to accelerate automation,
improve operational efficiency, predictability and reduce our clients costs.
Business 1st Production Assurance: Our Business 1st Approach and global delivery model enables CIOs to
consolidate and streamline their run-the-bank operations, enhance productivity, introduce automation and reduce
total cost of ownership. For further details, see Our Business Global Delivery Model from pages 133 to 134.
Insurance
We provide industry-specific insurance offerings, including consulting, IT solutions and services across the
insurance value chain, with a focus primarily on property and casualty, life and pensions, health market
segments, reinsurance sales, administration and policy matters. This business vertical contributed 20.0% of our
revenue from continuing operations in Financial Year 2015. According to the Everest Groups IT Outsourcing
Service Providers PEAK Matrix Assessment published in 2014, we were positioned as a major contender in
respect of our market success (as measured by the ACV of large active AO deals, the number of large active AO
deals and our yearly vertical specific AO revenue growth) and our delivery capabilities among insurance IT
outsourcing service providers.
Our insurance clients include carriers, brokers, reinsurers, intermediaries and independent software vendors. Our
domain-focused technology teams enable us to deliver on a wide range of service offerings for our clients.
Some of these service offerings include:
Consulting Capabilities: Our domain experts equipped with our assessment toolkits, benchmarking models and
KPI dashboards can effectively map a clients insurance landscape relative to the industry and recommend
process/technology enhancements to elevate such clients positioning.
Operational Efficiency: Our capabilities in business process management and automation, platform
modernisation/replacement and infrastructure optimisation enable clients to streamline processes to reduce their
total costs of operations.
Customer Experience: Our digital capabilities enhance customer experience by providing consistent look and
feel across different channels and devices. Our UXD and styling enable clients to improve their branding.
Advanced Analytics: Our capabilities in prescriptive analytics, locational intelligence, and text and speech
analytics elevate a clients capability to communicate with customers and provide customised products through
real time feedback and usage monitoring.
Technology Currency Management: Our technology factories and assessment toolkits provide a comprehensive
evaluation of the operational environment and any specific requirements, versioning and risk assessment of our
clients applications and servers and recommend portfolio rationalisation and decommissioning services.
Fraud Control: Our data analysis frameworks and KPI dashboards provide our clients with details on
geographic impact, categories and techniques of fraud practices to minimise losses.
Some of our key solutions include:
iCEOn: A SaaS-based pay-per-use platform for insurance community ecosystem.

AccuRUSI: An underwriting workbench enabling efficiency in underwriting process.
Our IT service offerings and solutions are provided for the business areas of:
Claims Optimisation: Our comprehensive sets of toolkits, frameworks and solutions such as digital adjuster
analytics for straight-through-processing and automatic allocation enable our clients to improve their operational
efficiencies and reduce cycle times.
Underwriting Profitability Improvement: Our underwriting solutions facilitate integration with multiple internal
and external systems to facilitate workflow automation across the underwriting lifecycle. These solutions
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leverage advancements in technologies such as location intelligence, business analytics, collaboration and
mobility.
Distribution Effectiveness: Our portals for agent and partner collaboration, digital assistance for field staff and
channel management solutions provide flexibility and adaptability to our clients distribution models.
We work in collaboration with various industry bodies, insurance product companies, technology companies,
industry analysts and technical partners. We have expertise in product development and maintenance, which has
enabled us to implement the global delivery model for software products in relation to end-to-end software
lifecycles. For further details, see Our Business Global Delivery Model from pages 133 to 134.
Energy and Process
We offer end-to-end energy and process software solutions and consultancy for our energy and process business
vertical services mainly in three sub-verticals: oil and gas, mining and process manufacturing. This business
vertical contributed 16.2% of our revenue from continuing operations in Financial Year 2015.
Our energy and process global clients include, integrated oil companies, national oil companies, petrochemical,
process and mining companies and oil field services organisations. Chevron was one of our largest clients in
Financial Year 2015 and accounted for 7.0% of our revenue from continuing operations for such year. For
further details, see Our Business Our Clients Key Client Relationships Our relationship with Chevron on
page 138.
Our IT service offerings are in the following key business areas:
Oil & Gas Upstream: We provide IT services pertaining to:
Geophysical and geological data management;

Digital oilfield;
PetroTech services production optimisation and hydrocarbon accounting; and
Information management.
Oil & Gas Midstream: We offer IT services to our midstream customers pertaining to:
Energy trading and risk management;

Supply chain management; and
Pipeline management.
Oil & Gas Downstream: Our solutions and services in the downstream are spread across refinery, consulting,
retail/marketing and operations. We offer IT services pertaining to:
Digital refinery;
Secondary fuel distribution;
Fuel retail solutions;
Enterprise asset management; and
Regulatory compliance management.
Process Manufacturing: Our integrated solutions for the chemicals and process industry connects supply chains
to plant processes, production equipment and shop-floor control. We offer IT services pertaining to:
Structured and unstructured data management for process manufacturing planning, batch tracking and
traceability, compliance with manufacturing standards;
Process automation;
Inventory and asset management; and
Remote monitoring.
Mining: We offer IT services to our customers in the mining industry pertaining to:
Drill and blast planning;
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Explosives management and tracking;
Blast movement monitoring;
Mine design and modeling;
Geological data management;
Fleet management system; and
Mining and ore beneficiation.
We provide the following key IT service offerings to our clients across the value chain in the oil and gas,
process and the mining industry:
Enterprise solutions: We offer a complete basket of services for enterprise solutions (SAP and JD Edwards)
implementation, consolidation, migration and global support across the upstream and downstream segments.
IT for Large Capital Projects: We leverage our Promoters rich experience in executing large oil and gas and
EPC projects in delivering efficiency in terms of both cost and time through the effective utilisation of IT-based
solutions.
IT for Operations: We offer services in the operations space, leveraging our Promoters experience in providing
control and automation solutions to the energy and petrochemical industry, and provide the following IT
services:
Process automation;
Inventory and asset management;
Asset performance management;
Regulatory compliance;
Remote operation monitoring; and
Manufacturing execution system.
Consumer Packaged Goods, Retail and Pharmaceuticals
We provide IT solutions and services to our clients across the consumer packaged goods, retail, and
pharmaceutical industries. This business vertical contributed 9.3% of our revenue from continuing operations in
Financial Year 2015. Our clients in these industries include global consumer goods companies, retail chains and
global manufacturers of medical devices, pharmaceuticals and consumer goods.
We leverage the engineering, manufacturing, process automation and supply chain management practices of our
Promoter to provide Business-to-IT Connect for manufacturers of consumer packaged goods, pharmaceuticals
and medical devices. We work closely with our digital solutions and services practice to provide solution
accelerators in focused areas, including retail analytics, Cloud platform migration and consumer experience
management. We have capabilities for accelerated enterprise solutions rollouts and a global delivery model in
highly regulated industries, including food and drug manufacturing.
Hi-Tech and Consumer Electronics
We offer extensive IT solutions and services to our clients in the hi-tech and consumer electronics industries
through domain-based offerings to various clients, including semi-conductor manufacturers, foundry
manufacturers, original equipment manufacturers, contract manufacturers, solar equipment manufacturers,
retailers and distributors. This business vertical contributed 6.9% of our revenue from continuing operations in
Financial Year 2015.
Our solutions and services enable semiconductor manufacturing companies to optimise their supply chain
process, including supply chain planning cycle optimisation, wafer map analysis, in-memory yield management,
and multi-dimensional analytics and reporting solutions. We have several solutions which were developed in-
house, that specifically address our clients needs in the hi-tech and consumer electronics industries.
Automotive and Aerospace
We offer a variety of software services and IT solutions to automotive and aerospace manufacturers and
suppliers across the value chain, including research and development, sourcing and operations, distribution and
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logistics, sales and marketing, after-sales and customer service. This business vertical contributed 5.7% of our
revenue from continuing operations in Financial Year 2015.
In the aerospace and defense practice, we leverage experience from our parents heavy engineering division to
utilise our Business-to-IT Connect model, which enhances the operational efficiencies we provide across the
business value chain. We have developed industry-specific solutions within this industry practice, such as
warranty management, product traceability and serialisation, product cost and buyer analytics, dealer business
management, field force mobility, field service management, engineering-to-order, bid management, voice of
customer programme leveraging social media, Big Data using telematics, mobility-based solutions and ioT,
which provides connectivity to enable objects to exchange data.
Media and Entertainment
We have experience in delivering specialised, industry-focused solutions in segments, including cable and
broadcasting, filmed entertainment, music, print and publishing, information services, and marketing and
advertising. Our media and entertainment clients include publishers, digital content producers and broadcasters,
such as a U.S.-based global leader in media and entertainment and a U.S.-based global mass media company
specialising in cinema and cable television. This business vertical contributed 5.4% of our revenue from
continuing operations in Financial Year 2015.
Our experience spans across key business processes, including procure to pay, order to cash, digital media
supply chain comprising linear and non-linear content packaging and distribution, linear and digital
advertisement sale management, rights and royalty management, consumer analytics, content monetisation and
content-led e-commerce. We leverage alliances with industry players on a case-by-case basis to enhance our
domain expertise in developing customised solutions. We offer IT solutions in industry-specific areas, including
OTT broadcasting, digital transformation audit, digital advertising insight, digital vault and STORRM, event
and talent management, and social analytics platforms.
Others
Our other business verticals contributed 9.4% of our revenue from continuing operations in Financial Year
2015, and primarily comprise:
Plant Equipment
We offer comprehensive IT solutions and services to address the specific needs of our clients in the plant
equipment industry in relation to discrete manufacturing.
Our customised industry-specific solutions encompass areas such as supply chain management, warranty
management, shop-floor-to-top-floor integration and productivity improvement, serialisation and traceability,
and production analytics. We have developed various industry-specific capabilities within this business vertical,
including construction and mining machinery, electronic and electrical equipment, and industrial machinery and
components. Our plant equipment clients include plant equipment and industrial machinery companies, such as
a U.S.-based supplier of industrial and environmental machinery and a U.S.-based multinational conglomerate
serving customers in the commercial aerospace, defense and building industries.
Utilities, Engineering and Construction
We offer software solutions and consultancy services across various phrases of the engineering, construction
and procurement value chain, from proposal to award; project planning and design to take-off; procure to pay;
execution to delivery; and project financials.
We have also developed industry-specific capabilities in various industries within the utility practice, including
power plant generation, transmission and distribution, and retail. Our utilities, engineering and construction
clients include energy retailers and utility companies, including our Promoter and a U.S.-based midstream
company.
Travel and Logistics
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We offer IT solutions and services to clients in the travel and logistics industries by leveraging our domain
expertise across the aviation, shipping, surface transportation and logistics segments. Our travel and logistics
client profile comprises logistics and transport service providers and airport operators.
Our Service Lines
We have expertise in service offerings that address a diverse range of our clients IT requirements. The
following table presents our IT service lines and their percentage contribution to our revenue from continuing
operations for the periods indicated:

operations
Service Lines 2015 2014 2013
Application Development, Maintenance and Outsourcing ............................. 43.4% 43.0% 43.3%
Enterprise solutions ........................................................................................ 24.8% 27.5% 26.8%
Infrastructure Management Services .............................................................. 8.7% 8.0% 7.4%
Testing ........................................................................................................... 9.5% 8.5% 7.5%
Digital Solutions*........................................................................................... 9.5% 7.5% 7.9%
Platform-Based Solutions ............................................................................... 4.1% 5.5% 7.1%
Total .............................................................................................................. 100% 100% 100%

* Digital Solutions includes AIM, Enterprise Integration and Mobility
Application Development, Maintenance and Outsourcing
We provide application development and maintenance services over the entire IT life cycle for various business
verticals. This service line contributed 43.4% of our revenue from continuing operations in Financial Year 2015
and includes the following services:
Application Development: We design and develop new applications and systems, and enhance existing
applications and systems to meet the specific requirements of our clients. Our application development services
span across the entire software development life cycle in our identified business verticals. Our application
development services are offered based on both fixed-price and time-and-materials pricing models.
Application Maintenance and Support: We provide a wide range of application maintenance and support
services, including 24x7 production support, application enhancement, upgrading of application platforms and
database migration. Our IT services are designed to ensure the availability of systems for maximum usage,
reduce maintenance and support requirements, improve scalability and increase throughput by improving
productivity over time.
Application Outsourcing: We provide application outsourcing services to our clients, including a four-phase
outsourcing approach (i.e., assessment, transition, steady state and transformation (continuous improvement)).
We use our proprietary frameworks and four-tier governance model to ensure that engagements follow
stakeholders expectations, through a resource management model, which caters to planned ramp-ups for
ongoing client requirements and fast-track ramp-ups for peak resource requirements on short notice. Overall,
our global delivery model can be tailored to meet our clients dynamic needs. For further details, see Our
Business Global Delivery Model from pages 133 to 134.
We leverage our solution frameworks developed in-house, which are specifically designed to facilitate
governance and operations management in providing application development and maintenance services. The
framework helps to manage transition and steady state operations of an offshore centric application development
and support services engagement. Some of the tools in the framework include: transition workbench; project
management system; request management system; problem tracking system; defect tracking system; time
booking system; service level management; and a management utility for strategic information and control.
Enterprise solutions
Our enterprise solutions service line provides solutions to clients using SAP, Oracle and Microsoft platforms
across our business verticals, such as energy and process, high-tech and consumer electronics, automotive and
aerospace, plant equipment and industrial machinery. This service line contributed 24.8% of our revenue from
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continuing operations in Financial Year 2015.
SAP
We offer a comprehensive suite of services covering the entire SAP life cycle. Our IT service offerings include
implementation, global roll-outs, application maintenance and support, technical and functional upgrades,
database migration and solution consulting services. We also assist our clients realise business transformations.
By virtue of our domain experience, we build customised solutions on the SAP platform for our clients globally,
such as for fuel management systems for power generation companies and sales and profitability cockpits for
consumer packaged goods, retail and pharmaceutical clients.
We partner with SAP across various geographies. Our consulting services guide clients throughout the
enterprise solution life cycle.
Oracle
As an Oracle worldwide platinum partner, we have access to the latest Oracle solutions, preferential treatment
with respect to technical support, as well as can on-license Oracle solutions to our clients. We combine technical
and industry-specific capabilities, including proprietary tools, accelerators and proven methodologies, to deliver
business solutions to enable our clients to realise economic returns on their Oracle investments.
We offer IT service capabilities covering: consulting, global template design; implementation; rollouts; change
management; instance consolidation; upgrades/migrations; integration; testing; training; maintenance; and
support. We focus on innovation and excellence by investing and operating a dedicated CoE across various
Oracle products to develop innovative solutions in emerging technologies, including in the digital space.
Microsoft
We are a Microsoft partner offering services in Microsoft dynamics products: Microsoft Dynamics CRM and
enterprise solutions.
Infrastructure Management Services
Our IMS line assists our clients design, build and operate their critical ICT infrastructure. This service line
contributed 8.7% of our revenue from continuing operations in Financial Year 2015.
Our Business 1st methodology that we use for our IMS service line enables us to customise our support
services in accordance with the complex business needs of our clients. Our processes are certified for ISO/IEC
20000-1:2011 and assessed at CMMI-SVC v1.3 (Maturity Level 5). Our partnerships with hosting and Cloud
providers and with end-user computing providers enables us to support the entire ICT infrastructure landscape
of our clients.
We have invested in building our capabilities in the areas of Cloud, data centres, application operations,
networking, end-user services and IT security. We have built our training infrastructure and training
programmes, encapsulated in our SCALE (Simulated Center for Accelerated Learning and Excellence)
laboratory.
We have provided our employees with the requisite technical proficiencies required to service our clients. We
also have a shared service delivery platform that showcases our capabilities in IMS tooling.
Testing
Our comprehensive end-to-end testing service portfolio is divided into three areas: core testing, test advisory
services and specialised testing services. Along with such portfolio, we have technology as well as domain
centric frameworks and accelerators developed in-house, which are in addition to off-the-shelf products, to
deliver efficiencies and effectiveness to our clients in terms of speed to market and enhanced product quality.
This service line contributed 9.5% of our revenue from continuing operations in Financial Year 2015.
Core testing services are most widely performed for our clients in relation to quality assurance. Our range of
core testing services includes: functional testing; system testing; acceptance testing support; integration testing
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and regression testing. We also offer performance engineering services as part of a premium package to address
the key performance parameters of our clients, such as speed, scalability, availability and capacity. Our suite of
performance engineering solutions comprises of managing performance test life cycle activities, defining
standards and processes, and consulting.
Our test advisory service includes a testing function assessment based on best industry practices using our
current state assessment framework. Such services assist our clients to establish testing COEs and to develop
favourable economics for testing as a function.
Specialised testing services cover areas such as test automation, performance, security, data centric testing,
mobility testing and product validation.
Digital Solutions
We define our digital business as solutions and services offered to clients through the fusion of new age
technologies for disruptive business transformations. Such transformations are enabled by creating innovative
business models leading to enhancing client experiences and greater operational efficiencies. Some of the
technologies that we consider as new age include: SMAC, Big Data, ioT, Enterprise Integration, Business
Process Digitisation, User Experience and Cognitive Computing. Our digital solutions service line contributed
9.5% of our revenue from continuing operations in Financial Year 2015 and includes the following services:
Analytics and Information Management
Our AIM service sub-line offers DW, AIM services to clients across various business verticals. Our AIM
service portfolio includes end-to-end BI/DW implementation and support, application re-architecting and
technology upgrades, data management and quality services, and data visualisation. We provide strategy and
consulting services covering industry-specific BI/DW strategy and roadmaps, architecture definitions,
establishment of information management competency centers, master data management strategy and
architecture services. Our BI solutions are typically customised or pre-built on enterprise information platforms
for web reporting and analysis, which enables users to perform ad hoc analysis and generate reports through the
use of dashboards.
Our enterprise process integration service sub-line offers consulting, implementation, support and maintenance
services covering all enterprise integration requirements, including BPM, business process automation
(including robotic process automation), enterprise application integration, application programming interface
management, business-to-business integration and enterprise content management. We provide a range of
enterprise integration services based on industry-specific experience across various technologies. We also offer
certain industry-specific solutions, across various business verticals.
Mobility
Our mobility service line delivers end-to-end solutions and services on diverse technologies and platforms. We
have developed solutions using new age technologies, in addition to developing various frameworks and
accelerators for rapid application development.
Our in-house developed platform facilitates omni channel application development enabling integration with
heterogeneous backend systems. We have developed a suite of applications targeted for different business
verticals, including banking and financial services, insurance, energy and process, consumer product goods,
retail and pharmaceuticals. These applications cover a wide spectrum of devices and technologies, such as iOS,
Android, Windows and Blackberry.
The front-end engineering services that we offer have helped clients re-architect their existing desktop
applications into responsive applications with enhanced user experiences. We utilise our global delivery model
in developing applications for clients (see Our Business Global Delivery Model from pages 133 to 134) in
order to deliver value to our clients in terms of reduced cost and higher efficiency.
Platform-Based Solutions
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Our BI solutions provide enterprise information platform-based solutions for web reporting and analysis,
enabling our clients to streamline reporting requirements. This service line contributed 4.1% of our revenue
from continuing operations in Financial Year 2015. We also provide a number of solutions designed specifically
for the investment fund and asset management industries based on the Unitrax platform, with several modules
that further expand its functionality. In addition, our product line includes Investortrax and Advisortrax, which
provide investors and advisors with convenient, web-based, secure and encrypted access to real-time account
information.
Notable Developments
As part of a business restructuring exercise conducted by the L&T group, all engineering services businesses of
the L&T group have been consolidated under a separate subsidiary of the L&T group, LTTSL. As part of this
restructuring, on January 1, 2014 we sold and transferred the assets and liabilities of our PES Business to
LTTSL by way of slump sale. Our PES Business was responsible for the operations of our telecom cluster,
providing IT services and solutions to our clients in the telecommunications sector. The IP business of our PES
Business was conducted by our wholly-owned subsidiary, GDA USA, and the German operations of our PES
Business was conducted by our wholly-owned subsidiary, L&T Infotech GmbH.
The sale and transfer of all of the assets and liabilities of our PES Business housed in GDA USA became
effective on January 1, 2014 for a total purchase consideration of 4,895.27 million. GDA USA was wound-up
on March 28, 2014. As part of the restructuring, we acquired the Indian incorporated subsidiary of GDA USA,
GDA Technologies Limited, for a purchase consideration of 322.76 million (which was based on a fair
valuation carried out by external chartered accountants).
In accordance with the requirements of German law applicable to the sale and transfer of our PES Business to
LTTSL, together with the sale and transfer of all of the assets and liabilities of our PES Business housed in L&T
Infotech GmbH, became effective on September 1, 2014, for a total purchase consideration of 129.20 million
(which was based on a fair valuation carried out by an external valuer in Germany). The purchase consideration
was determined based on the discounted cash flow method of business valuation. See (Annexure IV (C) (6) to
our restated consolidated financial statements for Financial Year 2015 in Financial Statements from pages 263
to 264 for a description of the assets and liabilities of our PES Business sold and transferred to LTTSL.
As a result of the transactions described above, we have recognised profits on the sale and transfer of our
Product and Engineering Services Business in Financial Years 2015 and 2014 as extraordinary items, which will
not recur in Financial Year 2016 or in other future financial periods. In addition, we have also recognised
revenues from the discontinued operations of our Product and Engineering Services Business for Financial
Years 2015 and 2014, which we will not recognise in Financial Year 2016 or in other future financial periods.
Accordingly, the results of operations presented in this Draft Red Herring Prospectus may not be comparable.
For further details, see Managements Discussion and Analysis of Financial Condition and Results of
Operations Note Regarding Non-Comparability of Results of Operations on page 297.
Global Delivery Model
We have an integrated global delivery model that allows us to deliver on-site and offshore-based IT services to
our clients. Our on-site delivery is performed through a combination of employees based at client premises and
our Delivery Centres.
Percentage of export revenues

2015 2014 2013
Onsite 51.8% 53.9% 53.3%
Offshore ......................................................................................................... 48.2% 46.1% 46.7%
Our Delivery Centres are premises from which we provide services to our clients around the world.
As of June 30, 2015, we had ten Delivery Centres (all of which act as sales offices) in India as further described
in the table below:
Location Number of Delivery Centres

Pune ............................................................................................... 3
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Bengaluru ....................................................................................... 2
Chennai .......................................................................................... 2
Navi Mumbai ................................................................................. 2
Mumbai .......................................................................................... 1
As of June 30, 2015, we had 12 Delivery Centres outside of India (some of which also act as sales offices) as
further described in the table below:
Number of
Country Delivery Centres City
United States ..................................................................... 6 Bakersfield (California); Edison (New Jersey);
Hartford (Connecticut); Houston (Texas); Jupiter
(Florida); Tampa (Florida)
Canada .............................................................................. 1 Mississauga (Ontario)
Costa Rica 1 San Jose
Philippines......................................................................... 1 Manila
Singapore .......................................................................... 1 Singapore
South Africa ...................................................................... 1 Johannesburg
United Kingdom ................................................................ 1 Belfast
We view our global delivery model as a competitive strength that enables us to derive maximum benefit from:
ready access to a large pool of highly skilled IT professionals;

access to specialists who are part of our different business verticals and service lines;
the ability to optimally manage our bench strength;
a 24-hour execution capability across multiple time zones;
the ability to accelerate the delivery times of large projects by simultaneously processing project
components;
readily available, highly secure and modern infrastructure;
physical and operational separation of client projects to provide enhanced security;
systems and processes that are designed to provide high quality and cost-effective services across
geographic regions;
built-in redundancies to ensure uninterrupted services; and
a knowledge management system that enables us to reuse solutions where appropriate.
We manage and staff our projects with the objective of efficiently meeting project objectives. Our project
management skills have been strengthened through our client engagements, especially our extensive work on
large, end-to-end and multi-location projects. We have digitised comprehensive software-based process for
managing the global delivery of projects, which enables the effective allocation of resources, tracks profitability
and timing in relation to specified deliverables, as well as key milestones, in each case, for those projects. If our
projects require specific skills that are not available within our organisation at a particular point in time, we
insource personnel from our Promoter in India as well as internationally.
Our quality control processes and programmes are designed to minimise defects and ensure adherence to pre-
determined project parameters. Additionally, software quality advisers help individual teams establish
appropriate processes for projects and adhere to multi-level testing plans. Each project manager is responsible
for tracking metrics, including the actual effort spent versus initial estimates, project budgeting and estimating
the remainder of efforts required on a project.
Our global delivery model mitigates client risks associated with offshore IT services. For our communication
needs, we use multiple service providers and leased lines with alternate routing. Internationally, we rely on
multiple leased lines to connect our Delivery Centres with network hubs in the rest of the world. We also
provide business continuity and disaster recovery plans to our clients, which are enhanced by the geographic
spread of our Delivery Centres located outside India. Furthermore, we use redundant systems for our critical
technical and communication infrastructure that enable us to plan for rapid recovery from unplanned outages,
and have a disaster recovery center located in Chennai, India.
As part of our global delivery model, we provide productivity gains, faster service delivery, reusability and high
quality work to our clients.
Geographies
134
We are a global company operating out of North America, Europe, Asia Pacific, India, the Middle East and
South Africa. In each of our geographic segments, we have sales managers, sales hunters, account managers,
overlay sales managers, solution architects, sales, pre-sales, delivery and consulting professionals who service
our clients. We believe that this structure enables us to develop a better understanding of local requirements and
service our clients more effectively.
The following table presents the percentage contribution of our geographic segments to our revenue from
continuing operations for the periods indicated:
Percentage of revenue from continuing operations

Geographic segments 2015 2014 2013
North America................................................................................................ 68.6% 67.3% 69.9%
Europe ............................................................................................................ 17.9% 20.1% 18.2%
Asia Pacific .................................................................................................... 2.4% 2.6% 2.3%
India ............................................................................................................... 4.2% 3.4% 3.7%
Rest of World* ................................................................................................ 6.9% 6.6% 5.9%
Total .............................................................................................................. 100.0% 100.0% 100.0%

* Middle East, Australia and South Africa
North America
In Financial Year 2015, the North America segment contributed 68.6% of our revenue from continuing
operations. The United States is our largest market in North America and contributed 65.3% of our revenue
from continuing operations in Financial Year 2015. The IT services market in the United States is highly
competitive and mature.
As of June 30, 2015, we had 13 sales offices in North America:
U.S. State/Canadian Province Number of sales offices City

California ...................................................................................................... 2 Irvine; San Jose
Texas ............................................................................................................. 2 Houston; Plano
Connecticut ................................................................................................... 1 Hartford
Florida ........................................................................................................... 1 Tampa
Georgia.......................................................................................................... 1 Alpharetta
Illinois ........................................................................................................... 1 Schaumburg
Massachusetts................................................................................................ 1 Waltham
Michigan ....................................................................................................... 1 Southfield
New Jersey .................................................................................................... 1 Edison
Ohio .............................................................................................................. 1 Cincinnati
Ontario (Canada) ........................................................................................... 1 Mississauga
As of June 30, 2015, we had eight (six in the U.S., one in Costa Rica, and one in Canada) Delivery Centres in
North America as further described in Our Business Global Delivery Model from pages 133 to 134 to assist
our North American clients.
Europe
In Financial Year 2015, the Europe segment contributed 17.9% of our revenue from continuing operations. Our
European operations are geographically segmented into four sub-regions: (1) the United Kingdom, (2) France
and the Benelux region (Belgium, the Netherlands and Luxembourg), (3) the Nordic region (Denmark, Sweden,
Norway and Finland) and (4) the DACH region (Germany, Austria and Switzerland). The Nordic region is our
largest market in Europe and contributed 12.0% of our revenue from continuing operations in Financial Year
2015. We are strengthening our local language expertise in order to target certain markets more effectively,
particularly France and Germany.
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As of June 30, 2015, we had ten sales offices in Europe, as further described in the table below:
Country Number of sales offices City

Germany........................................................................................................ 2 Frankfurt; Leipzig
Belgium ......................................................................................................... 1 Brussels
Denmark........................................................................................................ 1 Copenhagen
Finland .......................................................................................................... 1 Espoo
France............................................................................................................ 1 Paris
The Netherlands ............................................................................................ 1 Amsterdam
Norway.......................................................................................................... 1 Oslo
Sweden .......................................................................................................... 1 Stockholm
United Kingdom ............................................................................................ 1 London
As of June 30, 2015, we had one Delivery Centre in Europe as further described in Our Business Global
Delivery Model from pages 133 to 134 to service our European clients.
Asia Pacific
In Financial Year 2015, the Asia Pacific segment contributed 2.4% of our revenue from continuing operations.
We are expanding our Asia Pacific operations to address the growth opportunities that we see in this region.
As of June 30, 2015, we had two sales offices in the Asia Pacific region, as further described in the table below:

Japan ............................................................................................................. 1 Yokohama
Singapore ...................................................................................................... 1 Singapore
As of June 30, 2015, we had two Delivery Centres in the Asia Pacific as further described in Our Business
Global Delivery Model from pages 133 to 134 to assist our Asian clients.
India
In Financial Year 2015, India contributed 4.2% of our revenue from continuing operations. We are currently
focusing our India operations on certain industries that we view as important for the long-term, which include
power, defense, railways, transportation, banking and financial services, insurance, and media and
entertainment. We are also participating in the Governments smart cities initiative, which seeks to address the
substantial urbanisation currently taking place in India. In pursuing this initiative, we are utilising the L&T
groups exposure in this space.
As of June 30, 2015, we had ten Delivery Centres (all of which act as sales offices) in India as further described
in Our Business Global Delivery Model from pages 133 to 134.
Rest of World
In Financial Year 2015, other geographies contributed 6.9% of our revenue from continuing operations.
Middle East: We are expanding our Middle East operations to address the growth opportunities that we see in
this region. We aim to leverage our Promoters experience and strong presence in Middle East and grow our
operations there. As of June 30, 2015, we had four sales offices in the Middle East region, as further described
in the table below:

United Arab Emirates .................................................................................... 2 Abu Dhabi; Dubai
Kuwait ........................................................................................................... 1 Kuwait City
Saudi Arabia.................................................................................................. 1 Dammam
_______________
South Africa: In Financial Year 2015, South Africa contributed 4.6% of our revenue from continuing operations.
In Financial Year 2013, we expanded our presence in South Africa to market and leverage our existing business.
We partnered with a local South African entity to form a joint venture in the name of Larsen And Toubro
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Infotech South Africa (Proprietary) Limited. We are expanding our South African operations to address the
growth opportunities that we see in this region and view our operations in South Africa as a gateway to
commencing operations in other countries in Africa.
As of June 30, 2015, we had one delivery centre in South Africa as further described in Our Business Global
Delivery Model from pages 133 to 134 to assist our South African clients.
Australia: We are expanding our Australia operations to address the growth opportunities that we see in this
region. As of June 30, 2015, we had three sales offices in the Australia region, as further described in the table
below:

Australia ........................................................................................................ 3 Melbourne; Perth; Sydney
Our Clients
Client Relationships
We believe that the quality and breadth of our client relationships is critical to our business. During Financial
Year 2015, we had 232 active clients, including 41 Fortune Global 500 companies.
The table below demonstrates the profiles of our clients in terms of contribution to our revenue from continuing
operations for the indicated periods:
Number of clients in the 12 months ended

Revenues 2015 2014 2013
>USD 1 million .............................................................................................. 82 84 74
> USD 5 million ............................................................................................. 33 33 27
> USD 10 million ........................................................................................... 20 19 14
> USD 20 million ........................................................................................... 8 7 6
> USD 50 million ........................................................................................... 3 3 3
The table below demonstrates the concentration of our revenue from continuing operations among our top
clients:
Percentage of revenue from continuing operations

in the 12 months ended
Revenue Concentration 2015 2014 2013
Top Client ...................................................................................................... 14.1% 13.1% 16.3%
Top 5 Clients .................................................................................................. 37.2% 36.3% 38.6%
Top 10 Clients ................................................................................................ 50.5% 47.5% 48.5%
Top 20 Clients ................................................................................................ 66.6% 65.3% 64.5%
The table below demonstrates the number of active and new clients and the percentage of our revenue from
continuing operations that was contributed by repeat business and new clients:
Number of clients and percentage of revenue from

continuing operations
2015 2014 2013
Active Clients(1) .............................................................................................. 232 204 198
New Clients(2) ................................................................................................. 57 54 58
Revenues from new clients ............................................................................. 1.9% 3.1% 2.5%
Revenues from repeat business(3).................................................................... 98.1% 96.9% 97.5%
____________________________________
(1) Clients who contributed to our revenues in the indicated period and/or the preceding financial year.
(2) Clients who contributed to our revenues during the indicated period but not in the preceding financial year.
(3) Revenues excluding revenues from new clients.
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We have established long-standing relationships with many of our clients. We believe that our ability to
establish and strengthen client relationships will be an important factor in our future growth.
Key Client Relationships
Citibank and Chevron have been two of our largest clients for over ten years and we consider these relationships
as very important to our business.
Our relationship with Citibank
We have had an ongoing relationship with Citibank since 2001. This client was our largest in Financial Year
2015 and contributed 14.1% of our revenue from continuing operations in such period.
Our relationship with Chevron
We have had an ongoing relationship with Chevron since 2004. This client was one of our largest in Financial
Year 2015 and contributed 7.0% of our revenue from continuing operations in such period.
In addition to our relationships with Citibank and Chevron, we also have a number of other important clients to
our business, including large American insurance companies specialising in property, casualty and personal
insurance and a USA-based multinational medical devices, pharmaceutical and consumer packaged goods
manufacturer, and a USA-based multinational conglomerate serving customers in commercial aerospace,
defense and building industries.
Competition
The IT services market that we operate in is highly competitive and rapidly changing. Our competitors include:
Indian IT services companies, such as Tata Consultancy Services Limited, Infosys Limited, Wipro
Limited, HCL Technologies Limited and Tech Mahindra Limited;
International IT services companies, such as Accenture Limited (Accenture), Cognizant Technology

Solutions, Computer Sciences Corporation and divisions of large multinational technology firms such
as IBM Corporation (IBM), Hewlett-Packard Company and CapGemini S.A. (CG); and
Other international, national, regional and local firms from a variety of market segments, including
major international accounting firms, systems consulting and implementation firms, applications
software firms, service groups of computer equipment companies, general management consulting
firms, technology firms, programming companies, and in-house IT departments of large corporations.
Some of our international competitors, such as Accenture, IBM and CG, have expanded their operations in
India, which has resulted in increased competition for our IT services. While we expect these competitive
pressures to continue, we believe our domain and technology capabilities, and our client base and success in
attracting and retaining highly skilled employees will enable us to compete effectively in our industry.
The IT services industry is also witnessing competition from countries and regions such as China, the
Philippines, Eastern Europe and Latin America, which have labour costs similar to India. Clients that presently
outsource a significant proportion of their IT service requirements to vendors in India may seek to reduce their
dependence on one country and outsource work to other offshore destinations.
Our Pricing Model and Contractual Terms
Pricing
We price our IT services on multiple models: a time-and-materials or a fixed-price. For fixed-price projects, we
typically take responsibility for end-to-end project execution. We use extensive modeling based on the processes
and employees that we plan to use and our past project experience, to estimate the effort and risks involved with
individual client engagements.
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The table below demonstrates the contribution of these pricing models to our services revenue from continuing
operations for the periods indicated:
Percentage of services revenue from continuing

operations
Pricing Model 2015 2014 2013
Time-and-materials ......................................................................................... 59.7% 63.0% 62.3%
Fixed-Price (1) .................................................................................................. 40.3% 37.0% 37.7%
Total ............................................................................................................... 100.0% 100.0% 100.0%
_______________
(1) Revenue is recognised either on the percentage of completion method or as the services are rendered and costs are incurred based on the
underlying economic substance of the contract. The duration of our fixed-price contracts is typically less than five years.
Contractual Terms
We typically enter into MSAs with our clients. These agreements tend to either have a specified term or
continue indefinitely until terminated, while containing general rights and obligations governing our relationship
with the applicable client. The MSAs generally incorporate a broad scope of work and do not include any
minimum purchase commitment on the part of the client.
For each project, we usually enter into separate work orders with the client, which specify the types of services
we are required to provide to the client and the pricing terms of the engagement. Although some of our MSAs
contain billing rates for time-and-materials work orders, for most of our IT services the separately agreed work
order contains the pricing terms.
Our MSAs typically contain the following terms:
description of services and deliverables to be provided;
termination rights in favour of the client, in some instances with cause, and in other instances without
cause, and in some instances with, and in other instances without, notice;
roles and responsibilities of the parties;
pricing terms;
representations and warranties covering, among other things, the services we perform;
confidentiality provisions;
provisions protecting the IP of our clients, our pre-existing IP and any IP rights developed under the
MSA;
certain security obligations, including maintaining network security and back-up and user data,
ensuring that our and our clients networks are virus free and verifying the integrity of employees who
work with our clients by conducting background verifications;
obligations to obtain approvals, compliance with laws and insurance policies;
indemnification provisions;
limitation of liabilities; and
reciprocal non-solicitation of employees subject to local law requirements.
The MSAs typically do not stipulate that we are the preferred supplier for our clients and do not provide
entitlements to any minimum amount of work or revenues from them.
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Sales and Marketing
Our sales and marketing strategy seeks to gain new business from identified accounts through multiple business
development channels and repeat business from existing clients through concerted account management efforts
at building and sustaining client loyalty. As of March 31, 2015, we had a total of 222 employees in sales and
marketing.
New Business Development. We use a cross-functional, integrated sales approach where our sales managers
(who address a particular region, country and/or business vertical, and typically report to the heads of the
respective geographic segments or business verticals, as the case may be), account/engagement managers (who
are dedicated to our strategic clients), sales hunters (who are dedicated to originate new clients), overlay sales
managers (who are responsible for promoting service lines), solution architects (who are responsible for
devising solutions to clients), the supervisors thereof and our marketing team, which assists in brand building
and other corporate level marketing efforts, analyze potential opportunities and collaboratively develop
strategies to sell our IT services and solutions to potential clients. Our sales professionals located throughout the
world proactively contact potential clients through different channels. We also work closely with industry
analysts and advisors to identify opportunities worth pursuing. For larger projects, we typically bid against other
IT service providers in response to requests for proposals.
Promoting Client Loyalty. We constantly seek to expand the nature and scope of our engagements with existing
clients by increasing the volume of our business and extending the breadth of services offered. For existing
clients, our on-site project and account managers proactively identify client needs and work with our sales team
to structure solutions to address those needs.
We have adopted a collaborative sales and marketing model where our sales, solutions and delivery teams
participate in the sales process. Members of our executive management team are actively involved in business
development and in managing key client relationships through targeted interaction with clients senior
management, which enables us to demonstrate our organisational commitment and remain acquainted with
emerging industry trends. Our sales organisation includes dedicated sales managers, account/engagement
managers, sales hunters, overlay sales managers and solution architects, and, in each case, the supervisors
thereof. Our sales efforts are complemented by our marketing team. We build and execute marketing
programmes that include media interactions, industry and analyst events, sponsorship of and participation in
targeted industry conferences and trade shows.
In addition to our own global sales capabilities, we also work with various technology/product players like SAP,
Oracle, Microsoft and other niche players. We jointly evolve go to market strategies with identified roles and
responsibilities in specific markets to develop new business.
Quality Processes
We attribute a high emphasis to quality. Quality has become a core value of our business, which helps us qualify
through the strict scrutiny of international clients and prospects. Some of the certifications received over the
years are stated below:
Certifications awarded by Bureau Veritas:
ISO 9001:2008: This certification focuses on quality management systems, client focus, requirements
management and process improvements.
ISO/ IEC 27001:2013: This certification is for information security management systems and
encompasses all of our information processing assets and information in addition to those of our clients
with respect to software design, development and implementation, maintenance, production support,
testing, consultancy, system integration and IT infrastructure services.
ISO/ IEC 20000-1:2011: This certification is for IT service management system internal infrastructure
support, remote infrastructure management services to external clients, application support services for
clients and IT infrastructure services to business units of our Company.
ISO 14001:2004: This certification is for environmental management systems. These aim to reduce the
environmental footprint of a business and to decrease the pollution and waste produced.
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Certifications awarded by QAI:
CMMI-SVC v1.3 (Maturity Level 5): This certification is for projects providing application
maintenance services and projects providing application support and IMS support.
CMMI for SVC+SSD v1.3 (Maturity Level 3): This certification is for application maintenance
projects, support projects (including IMS) and associated support functions (PET and Metrics,
Strategy).
CMMI for Development v1.3 (Maturity Level 5): This certification is for development, testing, ERP
and large maintenance projects.
Research and Development
Our R&D initiatives are run by our technology cell and client-specific R&D functions are run by the respective
business verticals and service lines. Our areas of research are focused on automation tools for application
development, testing, migration and re-engineering, as well as to build an array of industry-specific accelerators,
frameworks, platforms and solutions. We have an enterprise business solution laboratory which tests innovative
business ideas and adds value to clients. It also introduces prototype solutions to reduce implementation time
and costs associated with our IT services.
Intellectual Property
In the course of our R&D and consulting activities, we create a range of IP, which we brand and protect through
trademarks, copyrights and patent laws, and through trade secrets, confidentiality procedures and contractual
provisions. We typically require independent contractors and, whenever possible, sub-contractors, to enter into
confidentiality agreements upon the commencement of their relationships with us. These agreements typically
provide that any confidential or proprietary information developed by us or on our behalf be kept confidential.
These agreements also provide that any confidential or proprietary information disclosed to third parties in the
course of our business be kept confidential by such third parties.
We regard our trade name, trademarks, service marks and domain names as important to our success. We rely
on the law to protect our proprietary rights to them, and we have taken steps to enhance our rights by filing
trademark applications where appropriate.
The L&T trademark is registered in favour of our Promoter. Pursuant to the Trademark License Agreement,
we have been granted a global non-exclusive, non-transferrable license to use the L&T trademark in return for
certain consideration. For further details on our use of the L&T trademark, see Risk Factors - We do not own
the L&T trademark and logo. The Trademark License Agreement may be terminated under certain
circumstances. In addition, we may be unable to adequately protect our intellectual property since a number of
our trademarks, logos and other intellectual property rights may not be registered and therefore do not enjoy any
statutory protection. Further, we may be subject to claims alleging breach of third party intellectual property
rights from pages 37 to 38.
Acquisitions and Strategic Investments
We are open to effecting acquisitions that will further develop a business vertical, a geography or platform with
a view to enhancing revenues and leveraging existing brands and clients who believe in us. In recent years, we
have made the following acquisitions and strategic investments that have been strategically important to us.
Information Systems Resource Centre
In October 2014, our Company acquired ISRC from Otis Elevator Company USA and Otis Elevator Company
(India) Limited, units of United Technologies Corporation. ISRC was a provider of software development work
for OTIS group companies.
This acquisition has helped us leverage the technology capability and experience of ISRC in order to enhance its
value-added service portfolio.
In Financial Year 2015, ISRC had total income of approximately 565 million and net income of
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approximately 130 million. It had 287 employees as of March 31, 2015.
L&T Infotech Financial Services Technologies Inc.
In 2011, we acquired a 100% shareholding in a company from Citigroup Fund Services Canada. This company
is now known as LTIFST.
LTIFSTs service offerings include a range of industry-specific proprietary software products and solutions to
its clients. Its BI solutions provide an enterprise information platform for web reporting and analysis, enabling
its clients to streamline their reporting requirements.
In Financial Year 2015, LTIFST had total income of approximately 2,048 million and net loss of
approximately 177 million. It had 142 employees as of March 31, 2015.
For further details on our acquisitions and strategic investments, see Financial Statements beginning on page
194.
Human Resources
Our success depends to a great extent on our ability to recruit, train and retain high quality IT professionals.
Accordingly, we place special emphasis on the human resources function in our organisation. We focus on
hiring, engaging and retaining key talent. We seek to align talent engagement, competency development, role
and career progression, benchmarked compensation and benefits for our employees worldwide. This has helped
us attract and retain high quality talent internationally as well as build a pipeline of leaders to meet our future
requirements.
We believe that our strong brand name, industry leadership position, growth opportunities, focus on professional
development and performance-linked compensation give us significant advantages in attracting and retaining
highly skilled employees.
We strive to instill our values of integrity, excellence, respect for the individual, continuous learning and sharing
and leading change in our employees through our organisational culture and training initiatives. Our people
development processes encompass technical, behavioral and leadership development programmes designed for
various levels, which seek to continuously upgrade the competencies of and prepare our employees for greater
responsibilities and enhanced performances.
Employee Profiles
We encourage our employees to develop software engineering and technology skills through formal or informal
means, which provides them scope for taking on additional responsibilities and enhancing their career prospects.
In the process of doing so, this also allows us to offer differentiated expertise to our clients.
We are an equal opportunity employer with a diverse employee base. Additionally, we have recruited local
nationals at certain of our Delivery Centres, such as South Africa, to enhance our understanding of the local
markets as well as to enhance our ability to interact with and deliver solutions to our clients in local languages.
Utilisation
The following table illustrates the combined average utilisation of our employees across our onsite and offshore
locations over the past three Financial Years:
Employee Utilisation (Average) Financial Year 2015 Financial Year 2014 Financial Year 2013
Including Trainees .................................................................... 73.4% 71.6% 71.3%
Excluding Trainees ................................................................... 75.8% 73.6% 71.9%
Recruiting
We build our global talent pool by recruiting recent graduates as well as experienced lateral hires from the
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market. In the case of our graduate recruits, we typically recruit from academic institutions with a reputation for
excellence. In respect of our lateral hires, we source candidates through multiple channels and our HR networks.
We rely on a rigorous selection process involving a series of aptitude tests and interviews to identify the best
applicants. This selection process is continually assessed and refined based on performance tracking of past
recruits. Our reputation as a preferred employer enables us to select from a large pool of qualified applicants.
We plan our recruitment needs through our annual human resources business plan, which is based on expected
growth in business from existing clients and prospects, expected changes in the business mix especially relating
to changes in the proportion of offshore delivery, and the requirements of our large clients. This exercise helps
us formalise our recruitment requirements for experienced professionals as well as trainees.
In order to maintain our brand image and attract the best students from campus, we maintain relationships with
these institutions through campus interactions, joint participation with the institutes in areas of R&D,
establishment of excellence centers and sponsoring academic and cultural events.
Training
We place special emphasis on the training of our employees to enable them to develop their skills and to meet
our changing requirements. We focus on an initial learning programmes for our trainees as well as continuous
learning programmes for all our employees.
For the purpose of training employees, our Promoter set up an exclusive training facility at Lonavala, Pune,
India, called The Leadership Development Academy. The academy has lodging, a well-equipped library,
modern IT facilities and infrastructure as well as a range of amenities for our employees. In addition to in-house
faculty members (whom we call talent gurus), we invite visiting faculty that includes senior management,
senior employees and recognised academics. In addition to this centralised facility, we conduct technical and
soft skills training programmes at our major Delivery Centres.
All employees from technical institutes who have joined us with less than one year of industry experience are
required to attend an intensive three-month full-time training programme that is industry-specific and/or service
line-specific, which helps us develop professionals knowledgeable on our entire organisation. The training
programme in part covers technology training and software engineering training. We also conduct continuous
learning programmes that address the project-specific, technology and soft skills learning needs of our
employees.
We believe that well-trained project managers are key enablers for the efficient growth of our operations and our
ability to manage large, complex projects. We are specifically focused on developing project management
competencies among our employees so as to be able to assume higher responsibilities going forward.
We offer our employees a choice of various standardised behavioral training programmes. The selection of a
specific programme is made in light of discussions between the employee and their relevant career development
manager, during which the employees career development plans for the following year are set out. The training
programme selected is then intended to cater to the employees career development needs. The training is
provided on a monthly basis throughout the year, and aims to help build the employees individual
communication, interpersonal, client relations, conflict resolution, negotiation, work-life balance, inter-cultural
and language skills.
In addition, we also offer leadership programme to those employees embarking upon the leadership journey and
who are transitioning between various levels of seniority. These programmes are aimed towards developing our
employees on leadership qualities in four key areas of competency: business development, client relations,
interpersonal skills and self-awareness. As well as developing these four competencies, our leadership
programmes also offer training which is specific to the employees organisational and business unit.
Our training programmes have received several accolades in recent years. Notably, in 2015, we won five awards
from the World HRD Congress in relation to our Indian operations, including training organisation of the year,
best leadership development for middle management, best leadership development programme for top
management, and most innovative use of training and development as an HR initiative for OD.
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Employee Retention and Care
We have several structured processes, including employee mentoring, grievance management and corporate
ethics programmes, which are intended to facilitate a friendly and cohesive organisational culture. Such
processes are supplemented by our internal policies, which are also aimed at fostering a positive atmosphere and
establishing common ethical values within the work place. Such policies include our policy for the protection of
womens rights and our whistleblower policy. We conduct an employee satisfaction survey, which provides us
with valuable insights on how we can further streamline individual performances. The attrition rate of
employees globally for Financial Years 2015, 2014 and 2013 was 19.5%, 13.2% and 12.3%, respectively. In
2014, NASSCOM ranked us among the top 20 IT BPM employers in India.
Performance Management and Compensation
We have an objective-based performance management system which involves goal-setting, periodic reviews and
project-end reviews in addition to annual reviews. The review sessions impress upon several aspects of the
employees careers, such as career and competency development, financial rewards and recognition. We
endeavor to link careers to competencies, individual preferences and organisational needs. We also allow our
employees sufficient flexibility and opportunities to rotate across streams and geographic locations.
Our compensation has a fixed component that is benchmarked to the industry and a variable component that is
linked to the companys and individuals performance.
Our Company has granted 3,165,205 options to the eligible employees under the Existing Employee Stock
Option Plans. The objective of the ESOP Scheme, 2000 is to reward those employees who contribute
significantly to our Companys profitability and shareholders value as well as encourage improvement in
performance and retention of talent. As of date of this Draft Red Herring Prospectus, the total options
outstanding under the ESOP Scheme, 2000 are 2,300,845 or 10,781,910 after adjustment for the split of equity
shares of our Company from face value of 5 each to 1 each.
The main objective of the U.S Sub-Plan, 2006 is to attract and retain the best available personnel, to provide
additional incentive to the employees of our Company, its holding company and its subsidiaries to promote the
success of our Companys business and to enable the employees to share in the growth and prosperity of our
Company by providing them with an opportunity to purchase stock in our Company. As of date, no options have
been exercised by the employees and ex-employees of our Company under the ESOP Scheme, 2000 or U.S Sub-
Plan, 2006. As of date of this Draft Red Herring Prospectus, the total options outstanding under the U.S Sub-
Plan, 2006 are 90,100, or 450,500 after adjustment for the split of equity shares of our Company from face value
of 5 each to 1 each.
Our Company has also instituted ESOP Scheme, 2015 to reward our employees for their contributions to us. As
of the date, no options have been granted under the ESOP Scheme, 2015. The issue of Equity Shares pursuant to
the Existing Employee Stock Option Plans and ESOP Scheme, 2015 will be subject to compliance with
applicable laws and regulations, including the securities laws of foreign jurisdictions.
For further details, see Capital Structure and Managements Discussion and Analysis of Financial Condition
and Results of Operations from pages 86 to 92 and 299, respectively.
Property
We have leased and/or licensed our offices and Delivery Centres from our Promoter and certain third parties,
and own and/or lease certain residential premises for providing accommodations to our employees in various
locations in and outside of India. Our Registered Office is located in Mumbai, India. Our corporate office is
located in Mumbai, India, which we lease. For further details, see Our Business Geographies on page 134.
Insurance
We have insurance policies to cover our assets against losses from fire and other risks to our properties. We also
maintain insurance policies against third party liabilities, including a commercial general liability policy and a
cyber-risk protector policy and a professional liability-technology policy, each with worldwide coverage, in
addition to group insurance and medical insurance policies for the benefit of our employees, employers practice
liability insurance, and such other insurance policies as required by applicable law and/or contract. In addition,
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we may obtain project-specific insurance coverage for higher risk projects. We are also covered for directors
and officers liability insurance procured by our Promoter.
Legal Proceedings
We are involved in certain legal proceedings, which are described in Outstanding Litigation and Other Material
Developments on page 320.
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REGULATIONS AND POLICIES
The following description is a summary of certain sector specific key laws and regulations in India, which are
applicable to our Company and our Subsidiaries. The information detailed in this section has been obtained
from publications available in the public domain. The regulations set out below may not be exhaustive, and are
only intended to provide general information to the investors and are neither designed nor intended to be a
substitute for professional legal advice. The section also lists out certain other laws in India which are not
specific to our Company or to our Subsidiaries.
Software Technology Parks Scheme
The STPI Scheme was introduced by the Government with the objective of encouraging, promoting and
boosting the software exports from India. The STPI Scheme, which is a 100% export oriented scheme, provides
benefits such as data communication facilities, operational space, common amenities, single window clearances
and approvals including project approvals, import certification and other facilities to boost software exports
from India.
In order to avail the benefits as envisaged by the Government, a company is required to register itself with the
appropriate authorities. The principal compliance required of a company accorded approval under the STPI
Scheme is the fulfilment of the export obligation. The letters of permission may contain other conditions.
Additionally, the unit is required to file monthly, quarterly and annual returns to STPI in the nature of a
performance report indicating the export performance.
The Special Economic Zones Act, 2005 and Special Economic Zone Rules, 2006
SEZs are established, regulated and governed by the Special Economic Zones Act, 2005, as amended (the SEZ
Act). The SEZ Act was enacted for the establishment, development and management of SEZs for the
promotion of exports. An SEZ is a specifically delineated duty free enclave, deemed to be a foreign territory for
the purposes of trade operations as well as duties and tariffs. A board of approval (SEZ Board) has been set up
under the SEZ Act, which is responsible for promoting SEZs and ensuring their orderly development. The SEZ
Board has a number of powers including the authority to approve (i) proposals for the establishment of SEZs,
(ii) the operations to be carried out in the SEZ by the developer and (iii) foreign collaborations and foreign
direct investments in the SEZ for its development, operations and maintenance.
The Special Economic Zone Rules, 2006 (the SEZ Rules) have been enacted to effectively implement the
provisions of the SEZ Act. The SEZ Rules provide a simplified procedure for a single window clearance from
central and state governments for setting up SEZs and units in SEZs. The SEZ Rules also prescribe the
procedure for the operation and maintenance of an SEZ, the setting up of an SEZ and conducting business
within SEZs, including by way of self-certification. The SEZ Rules also provide for the terms and conditions
subject to which entrepreneurs and developers shall be entitled to exemptions, drawbacks, concessions and
certain other benefits. The SEZ Rules stipulate the minimum area requirement for various categories of SEZs.
Export Oriented Unit Scheme
The Ministry of Commerce, Government introduced the Export Oriented Unit (the EOU) Scheme on
December 31, 1980. There is no specially earmarked zone under the EOU scheme and an EOU may be set up
anywhere in India subject to operation under the customs bond. They are typically required to fulfil certain
criteria such as achievement of positive net foreign exchange over a period of five years. EOUs are units which
must export their entire production. They may be engaged in the rendering of services, development of software
and manufacture of goods, including repair, remaking, reconditioning and re-engineering. EOUs are allowed to
import or locally procure, duty free, all types of goods including capital goods required for export production.
Other Indian laws
In addition to the above, our Company and our Subsidiaries in India are also governed by laws in relation to
Indian Foreign Trade Policy, 2015-20, under which no export or import can be made by a person without an IEC
number unless such person is specifically exempted. We are also governed by foreign exchange related laws and
the regulations applicable on investments outside India including the Foreign Exchange Management Act, 1999
and the rules made thereunder.
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Certain laws relating to intellectual property rights such as patent protection under the Patents Act, 1970,
copyright protection under the Copyright Act, 1957 and trademark protection under the Trade Marks Act, 1999
are also applicable to us. In addition to the domestic laws, India is a party to several international intellectual
property related instruments including the Patent Co-operation Treaty, 1970, the Paris Convention for the
Protection of Industrial Property, 1883, the International Convention for the Protection of Literary and Artistic
Works adopted at Berne in 1886, the Universal Copyright Convention adopted at Geneva in 1952, the Rome
Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organisations, 1961,
and as a member of the World Trade Organisation is a signatory to the Agreement on Trade Related aspects of
Intellectual Property Rights which became effective on January 1, 1995.
Additionally, certain IT-related laws such as the Information Technology Act, 2000, which provides legal
recognition to electronic records and creates a mechanism for authentication of electronic documentation
through digital signatures, the Information Technology (Reasonable Security Practices and Procedures and
Sensitive Personal Data or Information) Rules, 2011, and certain state specific laws such as Information
Technology and Information Technology Enabled Services Policy, 2015 framed by State of Maharashtra are
also applicable to us.
The tax related laws that are pertinent include the Central Excise Act, 1944, the Value Added Tax 2005, the
Income Tax Act, the Customs Act, 1962, the Central Sales Tax Act, 1956 and various service tax notifications.
Further, certain legislations such as the Shops and Commercial Establishments Acts of various states and certain
state specific laws are applicable to our Company and our Subsidiaries.
A wide variety of labour laws are also applicable to our Company and our Subsidiaries, including the Contract
Labour (Regulation and Abolition) Act, 1970, the Employees Provident Funds and Miscellaneous Provisions
Act, 1952, the Employees State Insurance Act, 1948, the Industrial Disputes Act, 1947 and the Industrial
Disputes (Central) Rules, 1957, the Maternity Benefit Act, 1961, the Minimum Wages Act, 1948, the Payment
of Bonus Act, 1965, the Payment of Gratuity Act, 1972, the Payment of Wages Act, 1936, Equal Remuneration
Act, 1976 and the Workmens Compensation Act, 1923.
Laws applicable for operations outside India
Our Company operates in various jurisdictions, including North America, Europe, Australia, Singapore and
South Africa through our Subsidiaries and branch offices. The relevant laws in these jurisdictions are applicable
to our Subsidiaries and branch offices, which relate to incorporation or registration as applicable, labour,
immigration, intellectual property, data protection, taxation, and other business related laws.
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HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as L&T Information Technology Limited on December 23, 1996 at Mumbai as
a public limited company under the Companies Act, 1956. Our Company received the certificate of
commencement of business on March 25, 1997. Subsequently, the name of our Company was changed to Larsen
& Toubro Infotech Limited pursuant to a special resolution passed by our Shareholders at the EGM held on June
11, 2001. The name of our Company was changed to convey our vision for our global brand and to draw
strength from our Promoter. Pursuant to the change of name, a fresh certificate of incorporation was issued to
our Company by the RoC on June 25, 2001.
As of the date of this Draft Red Herring Prospectus, our Company has seven members.
For information on our Companys profile, activities, services, market, growth, technology, managerial
competence, standing with reference to prominent competitors, major vendors and suppliers, see Our
Management, Our Business and Industry Overview beginning on pages 172, 119 and 104, respectively.
Changes in the Registered Office
There has been no change in the Registered Office since our Companys incorporation.
Main Objects of our Company
The main objects contained in the Memorandum of Association of our Company are as follows:
1. To carry on business of analyzing, designing, maintaining, converting, porting, debugging; coding,

outsourcing and programming software to be used on computer or any microprocessor based device or
any other kind of electronic and electromechanical devices or any other such hardware within or outside
India.
2. To purchase, acquire, develop, enhance, improve, compress, experiment with, supply, distribute,
customise, import, export, trade, act as agents / dealers of all kinds of software products.
3. To carry on in India or elsewhere business of data collection, compilation, feeding, converting,

processing, analysis, testing or any kind of database management for both analog and digital data
including CAD/CAM and digitization services for any individual, company or any authority, government
or otherwise.
4. To acquire, design, develop, sell, maintain, upgrade any kind of application which uses voice, image,
binary or any other kind of data and any type of man-machine interface.
5. To make or give services for making animation films using computer software for any person or company
or authority, government or otherwise.
6. To carry on in India or elsewhere business of providing professional services including system analysis,
design and implementation, turnkey project execution, reengineering, process analysis and redesigning,
management consultancy in the areas of finance, marketing, manufacturing, distribution, administration,
human resource management and any such business related area.
7. To design, develop, maintain, operate, expand, upgrade, lease out any kind of communications network
consisting of computer, peripherals and electronic devices including telecommunication equipment,
connected through any kind of link with or without cables and to provide value added services on such a
network within or outside India.
8. To carry on business of preparing, distributing, selling, importing, exporting, trading, modifying all
kinds of educational and entertainment software on any kind of storage devices.
9. To carry on in India or elsewhere any engineering and/or contracting business, and in particular to
arrange, procure, give on hire or loan for consideration or otherwise, the services of skilled personnel
for software and consultancy.
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The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out.
Amendments to our Memorandum of Association
Set out below are the amendments to our Memorandum of Association since the incorporation of our Company.
Date of Particulars
Shareholders
Resolution/
effective date
March 30, 2002 Clause V of the Memorandum of Association was amended to reflect sub-division of
equity shares of 10 each into equity shares of 5 each with effect from March 31,
2002.
May 6, 2003 Clause V of the Memorandum of Association was amended to reflect increase in the
authorised share capital of our Company from 150,000,000 divided into 30,000,000
equity shares of 5 each to 152,500,000 divided into 30,500,000 equity shares of 5
each with effect from June 1, 2003.
December 7, 2006 Clause V of the Memorandum of Association was amended to reflect increase in the
equity shares of 5 each to 163,750,000 divided into 32,750,000 equity shares of 5
each.
June 22, 2015 Clause V of the Memorandum of Association was amended to reflect sub-division of
equity shares of 5 each into Equity Shares of 1 each.
June 22, 2015 Clause V of the Memorandum of Association was amended to reflect increase in the
Equity Shares of 1 each to 200,000,000 divided into 200,000,000 Equity Shares of 1
each.
September 21, Clause V of the Memorandum of Association was amended to reflect increase in the
2015 authorised share capital of our Company of 200,000,000 divided into 200,000,000
Equity Shares of 1 each was increased to 240,000,000 divided into 240,000,000
Equity Shares of 1 each with effect from September 21, 2015, being the effective date
of the ISRC Scheme, pursuant to the approval by the Bombay High Court vide its order
dated September 4, 2015.
Major events and milestones of our Company
The table below sets forth the key events in the history of our Company:
Financial Particulars
Year
1997 Incorporation of our Company
2002 Our Company was assessed at the Optimizing Level 5 of the Capability Maturity Model for
Software, Version 1.1 by the Software Engineering Institute, Carnegie Mellon University, USA
for the Mumbai, Navi Mumbai, Pune, Chennai, Bangalore and Mysore development centres.
2007 Our Company acquired GDA USA, an electronic design services company.
2008 Our Company established business in South Africa.
2010 Our Company was appraised at Maturity Level 5 (Optimizing) of CMMI for Development v1.2
for the units at Mumbai, Navi Mumbai, Pune, Bangalore, Mysore and Chennai.
2011 Our Company acquired transfer agency business unit of Citigroup Fund Services Canada Inc.
and renamed it as LTIFST
2013 Our business verticals were re-cast into two clusters- industrials and services.
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Financial Particulars
Year
2014 Our Company transferred our PES Business unit to LTTSL.
2015 Our Company acquired ISRC from Otis Elevator Company, USA and Otis Elevator Company
(India) Limited, units of United Technologies Corporation.
2015 Our Company is positioning to cater to Smart Cities opportunities that we have identified.
Our Company was assessed at maturity Level 5 CMMI-SVC v1.3 for the units at Mumbai, Navi
2015
Mumbai, Pune, Bangalore and Chennai.
For details on certain acquisitions, see Our Business- Acquisitions and Strategic Investments and Financial
Statements from pages 141 to 142 and beginning on page 194, respectively. Further, for details on
discontinuance of our PES Business, see Managements Discussion and Analysis of Financial Condition and
Results of Operations, Financial Statements and Our Business on pages 300, 263 to 264 and 133,
respectively.
Awards and Accreditations
1. Our Company was conferred with the Innovation in Big Data Award by the NetApp Innovation Awards
in the year 2015.
2. Our Company was conferred with the three awards at the World Innovation Congress, 2015 in the
Technology, Innovators and Entrepreneurs categories and five awards from the World HRD Congress, 2015
in relation to our Indian operations, including training organisation of the year, best leadership development
for middle management, best leadership development program for top management, and most innovative
use of training and development as an HR initiative for OD.
3. Our Company was awarded the Honda North America 2014 Performance Excellence Award in the year
2014.
4. Our Company has won two awards during the World Innovation Congress 2014 in relation to SapphireTM,
an open source-based social media analysis solution for being the Most Promising New Product-
Information Technology and in relation to Campus NextTM, a Cloud enterprise solution for academic
institutes for the Best Innovative On-Line Service in the year 2014.
5. Our Company was awarded with the Edge Award for implementation of 1-View, a customisable master
data management solution, at INTEROP-2013 conference in the year 2013.
Schemes of arrangement
1. Scheme of amalgamation entered into between ISRC and our Company.
On October 17, 2014, our Board of Directors approved a scheme of amalgamation under Sections 391 to
394 of the Companies Act, 1956 for amalgamation of ISRC with our Company, with the appointed date
as October 17, 2014. From the effective date (as defined under the ISRC Scheme) of the ISRC Scheme,
the entire business and undertaking of ISRC including all its assets, liabilities, rights, duties, and
obligations shall be transferred to our Company. In accordance with the ISRC Scheme, the authorised
share capital of ISRC will be added to the authorised share capital of our Company and accordingly, the
authorised share capital of our Company shall be 240,000,000. There shall be no issue of Equity Shares
under the ISRC Scheme. On September 4, 2015, the Bombay High Court approved the ISRC Scheme
(the ISRC Order). On September 21, 2015, the ISRC Order was filed with the RoC and the same shall
be considered as the effective date under the ISRC Scheme.
2. Scheme of amalgamation entered into between GDA Technologies and our Company, which has
been filed with the Bombay High Court and the Madras High Court.
On October 17, 2014, our Board of Directors approved a scheme of amalgamation under Sections 391 to
394 of the Companies Act, 1956 for amalgamation of GDA Technologies with our Company, with the
appointed date as earlier of April 1, 2016 or the effective date of the GDA Scheme, or such other date as
may be approved. Upon the GDA Scheme being effective, the share capital of GDA Technologies shall
150
stand automatically cancelled. The entire undertaking of GDA Technologies including all its assets,
liabilities, rights, duties, and obligations shall be transferred to our Company. There shall be no issue of
Equity Shares under the GDA Scheme. There shall be no effect on the authorised share capital of our
Company. The application for dispensation of shareholders meeting has been filed with the Bombay
High Court and the Madras High Court on August 7, 2015 and August 26, 2015, respectively. The GDA
Scheme is currently pending for approval before the Bombay High Court and the Madras High Court.
Certain other agreements are specified below:
1. Share subscription and shareholders agreement dated October 11, 2012 (the South Africa SHA)
entered into amongst Befula Investments, L&T Infotech South Africa and our Company.
Pursuant to the South Africa SHA, our Company formed a joint venture with Befula Investments, a
company incorporated in South Africa, with the holding of our Company and Befula Investments being
74.9% and 25.1%, respectively, in L&T Infotech South Africa. Our Company was required to subscribe
to 629 equity shares of ZAR 1 each.
2. Business transfer agreement dated December 16, 2013 (the Business Transfer Agreement)
entered into between LTTSL and our Company, as amended by addendum dated March 31, 2014
and addendum no. 1 dated June 19, 2014.
Pursuant to the Business Transfer Agreement, our Company sold our PES Business to LTTSL for an
aggregate consideration of 5,024.50 million as a going concern in a slump sale on an as-is-where-is
basis. The sale of our PES Business includes all rights and interest in the assets exclusively pertaining to
our PES Business, services of the then employees of our Company and all records pertaining to our PES
Business. Subsequently, by addendum dated March 31, 2014, the parties established their understanding
that the consideration of 5,024.50 million includes consideration of sale of our PES Business of our
Company operating in Germany amounting to 129.20 million. Thereafter, the parties entered into an
addendum no. 1 dated June 19, 2014 which stipulates the details of assets and liabilities of LTTSL as on
December 31, 2013.
Our Holding Company
Our Promoter is our holding company. For details of our holding company, see Our Promoter and Promoter
Group beginning on page 172.
Our Subsidiaries
As of the date of this Draft Red Herring Prospectus, our Company has eight Subsidiaries. For details regarding
our Subsidiaries, see Our Subsidiaries beginning on page 152.
Capital raising activities through equity or debt
For details regarding our capital raising activities through equity and debt, see Capital Structure, Financial
Statements and Financial Indebtedness beginning on pages 81, 194 and 294, respectively.
Injunctions or restraining order against our Company
As of the date of this Draft Red Herring Prospectus, there are no injunctions or restraining orders against our
Company.
Financial and Strategic Partners
Our Company does not have a financial or a strategic partner as of the date of the Draft Red Herring Prospectus.
151
OUR SUBSIDIARIES
Unless otherwise specified, all information in this section is as of the date of this Draft Red Herring Prospectus.
Our Company has the following subsidiaries:
Subsidiaries of our Company
1. L&T Infotech Financial Services Technologies Inc.;
2. Larsen & Toubro Infotech GmbH;
3. Larsen & Toubro Infotech Canada Ltd.;
4. Larsen And Toubro Infotech South Africa (Proprietary) Limited;
5. Larsen & Toubro Infotech Austria GmbH;
6. Larsen & Toubro Infotech LLC;
7. L&T Information Technology Services (Shanghai) Co. Limited; and
8. GDA Technologies Limited.
Details of the Subsidiaries
1. L&T Infotech Financial Services Technologies Inc.
Corporate Information:
LTIFST was incorporated as CF L&T FTServ Financial Services Technologies Inc. on November 19,
2010, under the laws of Canada, in Canada and acquired by our Company on January 1, 2011.
Subsequently, the name of CF L&T FTServ Financial Services Technologies Inc. was changed to
LTIFST on January 1, 2011. LTIFST is involved in the business of providing IT services.
Capital Structure:
No. of common shares at no par value

Authorised capital 1,000,000
Issued, subscribed and paid-up capital 1,000,000
Shareholding Pattern:
The shareholding pattern of LTIFST is as follows:
Sr. Name of the shareholder No. of common shares Percentage of total

No. at no par value equity holding (%)
1. Larsen & Toubro Infotech Limited 1,000,000 100
Total 1,000,000 100
There are no accumulated profits or losses of LTIFST not accounted for by our Company for the
Financial Year 2015.
2. Larsen & Toubro Infotech GmbH
L&T Infotech GmbH was incorporated as L&T Information Technology GmbH on June 14, 1999
under the laws of Germany, at Leipzig, Germany. Subsequently, the name of L&T Information
Technology GmbH was changed to L&T Infotech GmbH on July 17, 2001. L&T Infotech GmbH is
involved in the business of rendering consulting services in the field of IT and trade with goods and
rights of all kinds, especially with installations, equipment, and fixture for IT and software.
152
Capital Structure:
No. of equity shares of Euro 25,000

Authorised capital 1
Issued, subscribed and paid-up capital 1
The shareholding pattern of L&T Infotech GmbH is as follows:
Sr. Name of the shareholder No. of equity shares of Percentage of total

No. Euro 25,000 equity holding (%)
1. Larsen & Toubro Infotech Limited 1 100
Total 1 100
There are no accumulated profits or losses of L&T Infotech GmbH not accounted for by our Company
for the Financial Year 2015.
3. Larsen & Toubro Infotech Canada Ltd.
L&T Infotech Canada was incorporated as Larsen & Toubro Information Technology Canada Ltd. on
April 25, 2000, under the laws of Canada, at Ontario, Canada, which was acquired by our Company on
October 14, 2005. Subsequently, the name of Larsen & Toubro Information Technology Canada Ltd.
was changed to L&T Infotech Canada on April 22, 2008. L&T Infotech Canada is involved in the
business of software development and consultancy services.
Capital Structure:
No. of common shares of CAD 1 each

Authorised capital unlimited
Issued, subscribed and paid-up capital 100
The shareholding pattern of L&T Infotech Canada is as follows:
Sr. Name of the shareholder No. of common shares Percentage of total

No. of CAD 1 each equity holding (%)
1. Larsen & Toubro Infotech Limited 100 100
Total 100 100
There are no accumulated profits or losses of L&T Infotech Canada not accounted for by our Company
4. Larsen And Toubro Infotech South Africa (Proprietary) Limited
L&T Infotech South Africa was incorporated as Seven Wood Trading 99 Proprietary Limited on April
5, 2011, under the laws of Republic of South Africa, at Cape Town, South Africa. Subsequently, the
name of Seven Wood Trading 99 Proprietary Limited was changed to L&T Infotech South Africa on
July 24, 2012. L&T Infotech South Africa is involved in the business of providing IT services
including business process outsourcing and IT enabled services, outsourcing support and allied
services. On July 25, 2012, our Company acquired the entire existing shareholding in L&T Infotech
South Africa and made it our wholly owned subsidiary. For the purposes of expansion of our
Companys presence in South Africa and to market and leverage our existing business, we partnered
with Befula Investments, a company incorporated in South Africa, to form a joint venture with a
shareholding of our Company and Befula Investments in the ratio of 74.9: 25.1. For further details on
our arrangement with Befula Investments, see History and Certain Corporate Matters- Share
153
subscription and shareholders agreement dated October 11, 2012 entered into amongst Befula
Investments, L&T Infotech South Africa and our Company on page 151.
Capital Structure:
No. of ordinary shares at no par value

Authorised capital 450,000
Issued, subscribed and paid-up capital 443,725
The shareholding pattern of L&T Infotech South Africa is as follows:
Sr. Name of the shareholder No. of ordinary Percentage of total

No. shares at no par value equity holding (%)
1. Larsen & Toubro Infotech Limited 332,350 74.9
2. Befula Investments 111,375 25.1
Total 443,725 100
There are no accumulated profits or losses of L&T Infotech South Africa not accounted for by our
Company for the Financial Year 2015.
5. Larsen & Toubro Infotech Austria GmbH
L&T Infotech Austria was incorporated on June 18, 2015, under the laws of Austria, at Vienna,
Austria. L&T Infotech Austria is authorised to do the business of providing services in the field of
automatic data processing and IT, IT-consulting and IT-related services, including outsourcing support
and allied services. L&T Infotech Austria has not yet commenced its operations.
Capital Structure:
Share capital
Authorised capital Euro 35,000
Issued, subscribed and paid-up capital Euro 5,000
The shareholding pattern of L&T Infotech Austria is as follows:
Sr. Name of the shareholder Percentage of total holding (%)

No.
1. Larsen & Toubro Infotech Limited 100
Total 100
There are no accumulated profits or losses of L&T Infotech Austria not accounted for by our Company
6. Larsen & Toubro Infotech LLC
L&T Infotech LLC was incorporated on July 21, 2009, under the laws of the State of Delaware, in the
USA. L&T Infotech LLC is involved in the business of IT related services. L&T Infotech LLC is
incorporated as a limited liability company and our Company is its sole shareholder. The laws of State
of Delaware, USA permit a single shareholder to form a business structure without the need of making
contribution of share capital in the form of cash.
The shareholding pattern of L&T Infotech LLC is as follows:
154
Sr. Name of the shareholder Percentage of total holding (%)
No.
1. Larsen & Toubro Infotech Limited 100
Total 100
There are no accumulated profits or losses of L&T Infotech LLC not accounted for by our Company
7. L&T Information Technology Services (Shanghai) Co. Limited
L&T Infotech Shanghai was incorporated on June 28, 2013 under the laws of the Peoples Republic of
China, at Shanghai. L&T Infotech Shanghai is involved in the business of inter alia, technology
services, computer software (excluding audio visual products and publications) design, development
and production, sales of own products and after sale services, commission agency (excluding auction)
in relation to computer software and hardware, engineering and technical consulting. Investment in
L&T Infotech Shanghai is not denominated in number of equity shares as per the laws of the Peoples
Republic of China.
Capital Structure:
Total investment and registered capital

Registered capital USD 175,000
Issued, subscribed and paid-up capital USD 175,000
The shareholding pattern of L&T Infotech Shanghai is as follows:
Sr. Name of the shareholder Value of Percentage of total paid up capital

No. holding
1. Larsen & Toubro Infotech Limited USD 175,000 100%
Total USD 175,000 100%
There are no accumulated profits or losses of L&T Infotech Shanghai not accounted for by our
Company for the Financial Year 2015.
8. GDA Technologies Limited
GDA Technologies was incorporated on October 22, 1997 under the Companies Act, 1956, at
Coimbatore, Tamil Nadu and became our Subsidiary on March 15, 2007 through the acquisition of
GDA Technologies Inc. GDA Technologies is involved in the business of inter alia, designing,
developing and manufacturing of hardware and software, providing consultancy services in the areas of
system definition, maintenance and distribution of products in India and abroad and designing and
developing technologies in the area of software, animation, graphics and internet. In accordance with
the GDA Scheme, GDA Technologies shall be amalgamated with our Company. For further details of
the GDA Scheme, see History and Certain Corporate Matters- Scheme of amalgamation entered into
between GDA Technologies and our Company, which has been filed with the Bombay High Court and
the Madras High Court from pages 150-151.
Capital Structure:
No. of equity shares of 10 each

Authorised capital 400,000
Issued, subscribed and paid-up capital 168,197
155
The shareholding pattern of GDA Technologies is as follows:
Sr. Name of the shareholder No. of equity shares of Percentage of total

No. 10 each equity holding (%)
1. Larsen & Toubro Infotech Limited 167,234 99.43
2. A.M. Naik* 900 0.50
3. V. V. Deshmukh* 18 0.02
4. V. K. Magapu* 18 0.02
5. C.V. Alavandi* 9 0.01
6. M.V. Ramana* 9 0.01
7. N.V. Ramesh* 9 0.01
Total 168,197 100.00
*Equity shares held jointly as nominees on behalf of our Company.
There are no accumulated profits or losses of GDA Technologies not accounted for by our Company
Other Confirmations
None of our Subsidiaries have made any public or rights issue in the last three years.
None of our Subsidiaries are listed on any stock exchange in India or abroad.
LTIFST contributes 12.38% of the consolidated assets of our Company in the preceeding Financial Year. The
revenue and profit after tax of LTIFST for the Financial Year 2015 is set out below:
Total income (in million) 2,047.64

Profit after tax (in million) (176.86)
For further details, see Our Subsidiaires- L&T Infotech Financial Services Technologies Inc. on page 152.
Interest of the Subsidiaries in our Company
None of our Subsidiaries hold any Equity Shares in our Company.
None of our Subsidiaries have any business interest in our Company except as stated in the Our Business and
Related Party Transactions beginning on pages 119 and 192, respectively.
Material Transactions
There are no sales or purchase between any of the Subsidiaries and our Company where such sales or purchases
exceed in value in the aggregate 10% of the total sales or purchases of our Company.
Common Pursuits
Our Company undertakes its business through its Subsidiaries and accordingly, there are certain common
pursuits amongst our Subsidiaries and our Company.
156
OUR MANAGEMENT
In terms of the Articles of Association, our Company is required to have not less than three directors and not
more than 15 Directors. As on the date of this Draft Red Herring Prospectus, our Board comprises of six
Directors.
The following table sets forth details regarding our Board:
Name, Fathers Name, Designation, Address, Age Other Directorships

Occupation, Nationality, Term and DIN (in years)
A. M. Naik 73 Larsen & Toubro Limited;
L&T Realty Limited; and
Fathers name: Late Manibhai Naik L&T Technology Services Limited.
Designation: Non-Executive Chairman
Address: High Trees, 54 Pali Hill, Bandra (W),

Mumbai 400 050
Occupation: Service
Nationality: Indian
Term: Liable to retire by rotation
DIN: 00001514
Sanjay Jalona 46 None
Fathers name: Shyam Kumar Jalona
Designation: Chief Executive Officer and

Managing Director
Address: 79/9, Sunny Brooks, Sarjapur Road,

Bengaluru 560035
Occupation: Service
Nationality: Indian
Term: For a period of five years from August 10,

2015 to August 9, 2020
DIN: 07256786
S. N. Subrahmanyan 55 Larsen & Toubro Limited;

L&T Technology Services Limited;
Fathers name: Sekharipuram Subrahmanyan and
Narayanan Construction Skill Development
Council of India.
Designation: Non-Executive Director
Address: E-116, 16th Cross Street, Besant Nagar,

Chennai 600 090, Tamil Nadu
Occupation: Service
Nationality: Indian
Term: Liable to retire by rotation
157
Name, Fathers Name, Designation, Address, Age Other Directorships
Occupation, Nationality, Term and DIN (in years)
DIN: 02255382
Samir Desai 69 L&T Technology Services Limited
Fathers Name: Thakorbhai R. Desai
Designation: Independent Director
Address: 7050 NW 126 Terrace, Parkland,

Florida 33076, United States of America
Occupation: Professional (Retired)
Nationality: Citizen of United States of America
Term: For a period of three years from April 1,

2014 to March 31, 2017
DIN: 01182256
M. M. Chitale 65 Larsen & Toubro Limited;

Asrec (India) Limited;
Fathers Name: Manohar Chitale Atul Limited;
Essel Propack Limited;
ITZ Cash Card Limited;
Address: 4/46, Vishnuprasad Society, Shahaji L&T General Insurance Company
Raje Marg, Vile Parle (East), Mumbai 400 057 Limited;
ONGC Mangalore Petrochemicals
Occupation: Chartered Accountant Limited;
ONGC Petro Additions Limited;
Nationality: Indian Principal Pnb Asset Management
Company Private Limited; and
Term: For a period of three years from April 1, Ram Ratna Wires Limited.
2014 to March 31, 2017
DIN: 00101004
Vedika Bhandarkar 47 Tata Autocomp Systems Limited;

Tata Motors Finance Solutions Limited;
Fathers Name: Late Upendra Nath Upadhyaya Tata Motors Finance Limited; and
Tata Investment Corporation Limited
Address: B-8, Sea Face Park, 50 Bhulabhai Desai

Road, Mumbai 400 026
Occupation: Professional
Nationality: Indian
Term: For a period of five years from March 16,

2015 to March 15, 2020.
DIN: 00033808
Sanjay Jalona, Samir Desai, M. M. Chitale and Vedika Bhandarkar, who have been appointed for a fixed term, are not liable to retire by
rotation.
Relationship between our Directors
None of our Directors are related to each other.
158
Brief Biographies of Directors
A. M. Naik is the Non-Executive Chairman of our Company. He obtained his graduate degree in mechanical
engineering from the Birla Vishvakarma Mahavidyalaya, Sardar Patel University of Gujarat. He has been
associated with our Promoter for over five decades. He rapidly rose to secure the position of Managing Director
& CEO, followed by Chairman in 2004 and culminating in Group Executive Chairman in 2012. He is the Hon.
Consul General for Denmark in Mumbai and was awarded the Order of the Dannebrog as Knight 1st Class by
Queen Margrethe of Denmark. He has also been appointed as the Chairman of Board of Governors of Indian
Institute of Management, Ahmedabad for three years starting March 29, 2015. He has made several
contributions for social upliftment and has contributed to the setting up of certain educational facilities and
hospitals such as the Kharel Education Society, the Manibhai Nichhabhai Naik Higher Secondary School, the
Anil Naik Technical Training Centre, the Nirali Memorial Radiation Centre and the Bharat Cancer Hospital &
Research Centre. He has secured several global, national and professional honours, including the Padma
Bhushan, Gujarat Garima Award Gujarats highest civilian honour, Asia Business Leader of the Year
Award and Indias Business Leader of the Year Award by CNBC Asia, Business Leader of the Year
(Building India) Award by NDTV Profit and Business Leader of the Year Award by the Economic Times.
He has been a Director of our Company since December 23, 1996.
Sanjay Jalona is the Chief Executive Officer and Managing Director of our Company. He has obtained a post
graduate degree in engineering from the Birla Institute of Technology and Science, Pilani. He has over 25 years
of experience in the IT industry. Prior to joining our Company, he worked at Infosys Limited as the Executive
Vice President and Global Head of High-Tech, Manufacturing and Engineering Services. He also served as a
member of the Board of Lodestone Holding AG, the management consulting subsidiary of Infosys in Europe
and has also chaired the Board of Infosys Technologies (China) Company Limited and Infosys Technologies
(Shanghai) Company Limited. He serves on the Industry Advisory Board of the Tauber Institute for Global
Operations at the University of Michigan. He was appointed as a Director of our Company with effect from
August 10, 2015.
S. N. Subrahmanyan is a Non-Executive Director of our Company. He has obtained a graduate degree in civil
engineering from the Kurukshetra University, Haryana and has completed a post-graduate course in business
administration from Symbiosis Institute of Business Management, Pune. He has over 30 years of experience in
the infrastructure and construction industry. He joined the L&T group in 1984. He is a member of the
Governing Council of the Construction Skill Development Council of India. He is also a member of the Board
of Governors of the National Institute of Construction Management and Research. Mr. Subrahmanyan is a
Fellow of the Institution of Civil Engineers- United Kingdom. He was the Chairman of the CII Gulf Committee
for the Financial Year 2012 and was a member of the Working Committee, Projects Exports Promotion Council.
Mr. Subrahmanyan was awarded the Leadership Award by the Qatar Contractors Forum in 2014. He was
ranked 36th in the 2014 Construction Week Power 100 in the global construction sector in a survey by
international publication the Construction Week, in its issue dated June 22, 2014. In 2012, he was awarded with
the Outstanding Contribution to Industry (Infrastructure) by the Construction Week Magazine. He was
appointed as Director of our Company on January 10, 2015.
Samir Desai is an Independent Director of our Company. He has obtained a post-graduate degree in electrical
engineering from the Illinois Institute of Technology. He also holds a post-graduate degree in business
administration from Loyola University, Chicago. Mr. Desai has over 30 years of experience in management.
Prior to joining our Company, he worked at Motorola for over 30 years and has also served as a chief
information officer at Motorola. He has also served as general manager of iDEN Networks & Devices. He was
appointed as a Director of our Company on January 27, 2007.
M. M. Chitale is an Independent Director of our Company. He has obtained a graduate degree in commerce
from the University of Mumbai. He is a qualified Chartered Accountant. He has over 40 years of experience as a
Chartered Accountant in practice. He has been a fellow member of the ICAI and has served as the President of
ICAI in the year 1997-98. He was also associated as a member of governing council of Banking Codes and
Standards Board of India. Mr. Chitale was also the Chairman of the Ethics Committee of the Stock Exchange,
Mumbai. He was a member of Advisory Board on Bank, Commercial and Financial Frauds. He was also a
member of the group for Amalgamation of Urban Co-operative Banks. He was a member of the Working Group
on Restructuring of Weak Public Sector Banks appointed by RBI (Verma Committee) and the Committee on
Procedures and Performance Audit of Public Services appointed by RBI (Dr. Tarapore Committee) as well. He
was appointed as the Chairman of National Advisory Committee on Accounting Standards. He was appointed as
a Director of our Company on October 17, 2011.
159
Vedika Bhandarkar is an Independent Director of our Company. She has obtained her graduate degree in
science from the Mohanlal Sukhadia University, Udaipur and completed a two year post-graduate programme in
management from the Indian Institute of Management, Ahmedabad. She has over 25 years of experience in the
financial services industry. Prior to joining our Company, she held the position of the Managing Director and
Vice-Chairman, India, of Credit Suisse Securities (India) Private Limited (Credit Suisse). She has served as
the head of Indian investment banking and global markets solution group, India, at Credit Suisse from July 2010
to February 2015. She has also worked with JP Morgan India Private Limited in India as the Managing Director
from May 1998 to July 2010. She was appointed as a Director of our Company with effect from March 16,
2015.
Confirmations
None of our Directors is or was a director of any listed company during the last five years preceding the date of
this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or
the NSE, during the term of their directorship in such company.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock
exchange.
Terms of appointment of the Executive Director
Sanjay Jalona was appointed as the Chief Executive Officer and Managing Director of our Company pursuant to
the resolution passed by our Board on July 27, 2015, for the period commencing from August 10, 2015 up to
and including August 9, 2020. Pursuant to the employment agreement dated August 26, 2015, entered into
between Sanjay Jalona and our Company (the Employment Agreement), he shall be entitled to the following
remuneration as given hereunder(1):
Particulars Indian remuneration USA remuneration

(based in India) (based in USA)
() (USD)
Base pay 1.875 million per month 750,000 per annum
Variable compensation(2) Upto 7.5 million per annum Upto 180,000 per annum
Retention bonus(3) 2.5 million per annum 300,000 per annum

Commission on profit 0.2% of the standalone PAT, calculated as per the Companies Act, 2013
Stock compensation Mr. Jalona will be eligible to receive employee stock options having a
market value of USD 2 million at the time of grant under our Companys
employee stock ownership scheme
Notes:
(1) The Indian remuneration shall be applicable when Mr. Jalona is based in India. Upon obtaining a valid
work permit to work in the U.S.A and commencing such work, USA remuneration shall become
applicable. The remuneration for the Financial Year 2016 would be paid on pro-rata basis.
(2) Variable compensation will be based on the achievement of the milestones/goals, laid out in the variable
compensation plan as set out annually.
(3) Mr. Jalona will have an option to convert the retention bonus in part or full into employee stock options.
(4) The definition of profit for the purpose of commission will be the operating net PAT, for and from the
Financial Year 2016 and excluding extraordinary/exceptional profits or losses arising from sale of
business/assets, sale of shares in any of our subsidiaries and associate companies/special purpose
vehicles/joint ventures and also from sale of strategic investments/adjustment in valuation of strategic
investments. The commission on PAT and conversion rate of USD and Rupee figures, for such
computations shall be as on day when that accounts are approved for the pertinent Financial Year, in
accordance with the Companies Act, 2013.
Other benefits provided under the Employment Agreement include (i) coverage under the Larsen & Toubro
Officers and Supervisory Staff Provident Fund Scheme, (ii) medical benefits and health insurance, (iii)
employee benefit programs, (iv) leave encashment and (v) reimbursement of expenses.
Sanjay Jalona shall not be entitled to sitting fees for attending the meetings of our Board or committees of our
Company from the date of his appointment.
160
If the Employment Agreement is terminated by our Company, Sanjay Jalona will be entitled to twelve months
base pay if the Employment Agreement is terminated within the first year of service, and if the Employment
Agreement is terminated after the first year of service, he will be entitled to six months base pay or, in case of
non-performance or low performance, three months full base pay and three months half base pay.
Payment or benefit to Directors of our Company
The sitting fees/other remuneration paid to our Directors in Financial Year 2015 are as follows:
1. Remuneration to Executive Director:
No remuneration has been paid to Sanjay Jalona, Chief Executive Officer and Managing Director, in
the Financial Year 2015 as he has been appointed by our Company with effect from August 10, 2015.
2. Remuneration to Non-Executive Directors:
The aggregate value of the remuneration paid to the existing Non-Executive Directors in the Financial
Year 2015 is 3.45 million.
The details of the remuneration and sitting fees paid to the existing Non-Executive Directors of our
Company in the Financial Year 2015 are set forth in the table below:
Sr. Name of the Director Sitting Fees (in Commission (in Total (in million)
No. million) million)
1. Samir Desai 0.38 2.77 3.15
2. M. M. Chitale 0.30 Nil 0.30
3. A. M. Naik Nil Nil Nil
4. S. N. Subrahmanyan Nil Nil Nil
5. Vedika Bhandarkar Nil Nil Nil
In addition to the above, certain Directors have also been granted employee stock options. For further details,
see Capital Structure from pages 91 to 92.
Except as disclosed in Related Party Transactions on page 192, none of the beneficiaries of loans, and
advances and sundry debtors are related to the Directors of our Company. Further, except statutory benefits
upon termination of their employment in our Company or retirement, other than Sanjay Jalona, none of our
Directors are entitled to any benefits upon termination of employment. If the Employment Agreement is
terminated by our Company, Sanjay Jalona will be entitled to twelve months base pay if the Employment
Agreement is terminated within the first year of service, and if the Employment Agreement is terminated after
the first year of service, he will be entitled to six months base pay or, in case of non-performance or low
performance, three months full base pay and three months half base pay.
No remuneration has been paid, or is payable, by our Subsidiaries to the Directors of our Company.
Except for Sanjay Jalona, none of the Directors are a party to any bonus or profit sharing plan of our Company.
Arrangement or understanding with major shareholders, customers, suppliers or others
There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant
to which any of our Directors was appointed on the Board or member of senior management.
Shareholding of Directors in our Company:
Our Directors do not hold any Equity Shares as of the date of filing this Draft Red Herring Prospectus.
Our Articles of Association do not require our Directors to hold any qualification shares.
Shareholding of Directors in Subsidiaries
The shareholding of the Directors in our Subsidiaries is set forth below:
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Name of the Subsidiary Number of equity shares Percentage Shareholding (%)
A. M. Naik*
GDA Technologies Limited 900 0.50
* Equity Shares held jointly as a nominee of our Company
Appointment of relatives of Directors to any office or place of profit
None of the relatives of our Directors currently hold any office or place of profit in our Company.
Interest of Directors
All Independent Directors may be deemed to be interested to the extent of sitting fees payable to them for
attending meetings of our Board and Committees thereof, and reimbursement of expenses payable to them under
our Articles of Association and commission payable to them as approved by our Board of Directors. Our
Executive Director may be deemed to be interested to the extent of other remuneration and reimbursement of
expenses payable to him under our Articles of Association and to the extent of remuneration paid to him for
services rendered as an officer of our Company.
Our Directors may also be regarded as interested in the Equity Shares or employee stock options held by them
or that may be subscribed or Allotted, pursuant to the Offer, to the companies, firms and trusts, in which they
are interested as directors, members, partners, trustees and promoters.
Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within the
two preceding years or is intended to be paid or given to any of our Directors except the normal remuneration
for services rendered as Directors.
Our Directors have no interest in the promotion of our Company other than in the ordinary course of business.
Further, our Directors have no interest in any property acquired within two years from the date of this Draft Red
Herring Prospectus or proposed to be acquired by our Company.
Except as stated in Related Party Transactions on page 192, our Directors do not have any other interest in our
business.
No loans have been availed by our Directors or the Key Management Personnel from our Company.
Changes in the Board in the last three years
Name Date of Appointment/ Change/ Reason

Cessation
V.K. Magapu October 1, 2012(1) Appointed as Managing Director
K.R.L. Narasimham April 8, 2013(2) Re-appointed as Executive Director
R. Shankar Raman May 3, 2013(3) Appointed as Non-Executive Director
Y. M. Deosthalee May 7, 2013 Ceased to be Non-Executive Director
V.K. Magapu October 1, 2013(1) Re-appointed as Managing Director
K.R.L. Narasimham April 8, 2014(2) Re-appointed as Executive Director
Keshab Panda April 30, 2014 Ceased to be Non-Executive Director
Chandrashekara Kakal July 21, 2014(4) Appointed as Executive Director
V.K. Magapu October 1, 2014 Re-appointed as Managing Director
Vivek Chopra December 31, 2014 Ceased to be Executive Director
S. N. Subrahmanyan January 10, 2015(5) Appointed as Non-Executive Director
Sunil Pande January 10, 2015(5) Appointed as Executive Director
Mukesh Aghi February 28, 2015 Ceased to be Executive Director
Vedika Bhandarkar March 16, 2015(5) Appointed as Independent Director
Rama Iyer April 1, 2015 Ceased to be Independent Director
K.R.L. Narasimham April 8, 2015 Ceased to be Executive Director
Sanjay Jalona August 10, 2015(6) Appointed as Chief Executive Officer
and Managing Director
Sunil Pande August 26, 2015 Ceased to be Executive Director
Chandrashekara Kakal August 27, 2015 Ceased to be Executive Director
V.K. Magapu September 26, 2015 Ceased to be Managing Director
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Name Date of Appointment/ Change/ Reason
Cessation
R. Shankar Raman September 26, 2015 Ceased to be Non-Executive Director
(1) The Shareholders of our Company approved appointment of V.K. Magapu as the Managing Director on September
13, 2012 and consequent re-appointments on August 19, 2013 and September 10, 2014.
(2) The Shareholders of our Company approved the re-appointment of K.R.L. Narasimham as Executive Director on
January 25, 2013 and subsequently on March 31, 2014.
(3) The Shareholders approved appointment of R. Shankar Raman as a director on August 26, 2013.
(4) The Shareholders approved appointment of Chandrashekara Kakal as a director on September 10, 2014. Further,
Rama Iyer, M. M. Chitale and Samir Desai were appointed as Independent Directors under the Companies Act,
2013 for a fixed term on September 10, 2014.
(5) The Shareholders approved appointment of S. N. Subrahmanyan, Sunil Pande and Vedika Bhandarkar as directors
on June 12, 2015.
(6) The Shareholders approved appointment of Sanjay Jalona as the Chief Executive Director and Managing Director
on September 14, 2015.
Borrowing Powers of Board
Our Board of Directors is authorised to borrow any sum or sums of money from time to time which together
with monies already borrowed by our Company do not exceed the aggregate of the paid-up capital of our
Company and its reserves, apart from temporary loans obtained from our Companys bankers in the ordinary
course of business.
Management Organisation Chart
Key Management Personnel
Brief Biographies of Key Management Personnel
For details in relation to biographies of Sanjay Jalona, see Our Management- Brief Biographies of Directors
from pages 159 to 160.
Sunil Pande, aged 65 years, is the Business Head-Services of our Company. He joined our Company on
November 21, 2014. He has obtained a graduate degree in electrical engineering from the Indian Institute of
Technology, Delhi. He has over 44 years of experience in various fields such as engineering and IT services.
From 2000 to 2009, he served as the Country Manager- USA for our Company. Previously, Mr. Pande worked
with L&T Power Limited as the Executive Vice President. Currently, he leads the services cluster of our
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Company in the Americas and Europe. In addition, he also plays the role of the Chief Compliance Officer and
Head of Corporate Functions (Overseas). He is based out of New Jersey, USA. During the Financial Year 2015,
he was paid gross compensation of 4.38 million. In addition to the same, he is also entitled to variable
compensation for the Financial Year 2015 and shall be paid accordingly.
Makarand Deolalkar, aged 53 years, is the Business Head-Industrials of our Company. He joined our
Company on June 29, 1998. He holds a graduate degree in engineering (electrical and electronics) from the Birla
Institute of Technology and Science, Pilani. He has over 31 years of experience in the IT industry. Previously,
he worked at Tata Consultancy Services Limited. In our Company, he is responsible for sales and business
development for the Industrials Cluster excluding oil and gas vertical, covering the region of North America and
Europe. During the Financial Year 2015, he was paid gross compensation of 18.43 million, which includes
compensation accrued to him in Financial Year 2014 but paid in Financial Year 2015 and compensation accrued
to him in Financial Year 2015 but payable in Financial Year 2016.
Vinay Rajadhyaksha, aged 53 years, is the Chief Delivery Officer of our Company. He joined our Company
on August 14, 2014. He has obtained his diploma in Production Engineering from Agnel Junior Technical
College, a graduate degree in Commerce from the Osmania University and holds a post-graduate diploma in
software technology from National Centre for Software Technology. He has over 25 years of experience in the
IT industry. Previously, he has worked as President- Delivery Operations and IA of Mastek Limited and prior to
same as Chief Delivery Officer of MphasiS Limited. This is his second stint at our Company and he has
previously worked with us from 1997 to 2004. In our Company, he is responsible for global delivery of services
and resource management. During the Financial Year 2015, he was paid gross compensation of 7.51 million,
which includes compensation accrued to him in Financial Year 2015 but payable in Financial Year 2016.
Manoj Biswas, aged 47 years, is the Global HR Head of our Company. He joined our Company on July 30,
2015. He holds a graduate degree in science, and a post graduate diploma in personnel management and
industrial relations. He is also the recipient of HR Leadership Award from Business World in 2015. He has
over 12 years of experience in the IT industry and has also served with the armed forces. Prior to this, he was
the Managing Director, Human Resources with Accenture India Private Limited. In our Company, he is
responsible for the human resource function, across all locations of our Company. He did not receive any
compensation from our Company during the Financial Year 2015.
A. K. Sonthalia, aged 47 years, is the Chief Financial Officer of our Company. He joined our Company on
August 26, 2015. He is a Chartered Accountant. He has over 24 years of experience in the areas of strategic
financial planning, treasury and finance and accounts in various industry verticals. Previously, he has worked at
senior finance positions in L&T Power IC, Greaves Cotton Limited and Tata Group Companies- Tata Inc.
(USA), and Tata Chemicals Limited. He completed a one year management programme for Tata Steel officers
from XLRI, Jamshedpur. In our Company, he has overall responsibility for the finance function. He did not
receive any compensation from our Company during the Financial Year 2015.
S. K. Bhatt, aged 62 years, is the Company Secretary of our Company. He joined our Company on August 26,
2015. He holds a graduate degree in law from University of Mumbai and a post graduate degree in commerce
and financial management from University of Mumbai. He is a fellow member of the ICSI. He has over 44 years
of experience in various fields such as banking, corporate finance, legal and corporate compliance. He has
worked for 16 years in Bank of India followed by over three years with Chemical Terminal Trombay Limited, a
subsidiary of Tata Power Company Limited as the Company Secretary and Finance Manager. Post this, he has
worked at Godrej Industries Limited as the Executive Vice- President (Corporate Services) and Company
Secretary. He was appointed by our Promoter as the Chief Legal Advisor on May 2, 2009, a position he holds
currently. As Chief Legal Advisor of our Promoter, he is responsible for all corporate related matters and he also
supervises legal matters. He did not receive any compensation from our Company during the Financial Year
2015.
Except for that of Sanjay Jalona, none of the appointment or deputation letters issued to the Key Management
Personnel specify the term of office of the Key Management Personnel. However, the appointment letters issued
by our Promoter to S. K. Bhatt and Sunil Pande, who are deputed by our Promoter to our Company, provide for
their retirement on January 1, 2017 and March 31, 2016, respectively.
Further, except statutory benefits upon termination of their employment in our Company or retirement, none of
our Key Management Personnel are entitled to any benefits upon termination of employment other than Sanjay
Jalona. For further details in relation to termination benefits of Sanjay Jalona, see Our Management- Terms of
appointment of the Executive Director from pages 160 to 161.
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None of our Key Management Personnel are related to each other.
Except (i) S. K. Bhatt and (ii) Sunil Pande, who are deputed by our Promoter to our Company, all our Key
Management Personnel are the permanent employees of our Company. Our Promoter recovers from our
Company, the remuneration paid to the deputed Key Management Personnel.
Except (i) S. K. Bhatt and (ii) Sunil Pande, who are deputed by our Promoter to our Company, there are no
arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which any
of our Key Management Personnel were selected as a Director or a member of our senior management.
Shareholding of Key Management Personnel
None of our Key Management Personnel hold any Equity Shares in our Company as of the date of this Draft
Red Herring Prospectus.
Bonus or profit sharing plan of the Key Management Personnel
Except for Sanjay Jalona and certain performance linked incentives and retention pay set out in the respective
appointment letters of the Key Management Personnel, our Company does not have any bonus or profit sharing
plan for the Key Management Personnel. For futher details in relation to entitlement under profit sharing plan
for Sanjay Jalona, see Our Management-Terms of appointment of the Executive Director from pages 160 to
161. However, in the Financial Year 2015, incentives paid to Makarand Deolalkar and Vinay Rajadhyaksha
were based on certain performance linked incentives set out in the variable compensation plan applicable for the
Financial Year 2015 on the basis of their designation.
Interests of Key Management Personnel
None of our Key Management Personnel have any interests in our Company other than to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment, reimbursement of
expenses incurred by them during the ordinary course of business and the employee stock options held, if any.
Changes in our Key Management Personnel
The changes in our Key Management Personnel in the last three years are as follows:
Name Date of change Reason for change

Chandrashekara Kakal May 26, 2014 Appointed as Chief Operating Officer
Makarand Deolalkar December 3, 2014 Designated as Business Head (Industrials)
Vivek Chopra December 31, 2014 Ceased to be Chief Executive (Industrials)
Sunil Pande January 13, 2015 Designated as Business Head (Services)
Mukesh Aghi February 28, 2015 Ceased to be Chief Executive (Services)
Angna Arora May 8, 2015 Ceased to be Company Secretary and Re-
designated as Head- Secretarial
Pramod S. Kapoor May 8, 2015 Appointed as Chief Financial Officer and
Company Secretary
Vinay Rajadhyaksha June 19, 2015 Re- designated as Chief Delivery Officer
Manoj Biswas July 30, 2015 Appointed as Global HR Head
Pramod S. Kapoor August 26, 2015 Ceased to be a Chief Financial Officer and
Company Secretary
A. K. Sonthalia August 26, 2015 Appointed as Chief Financial Officer
S. K. Bhatt August 26, 2015 Appointed as Company Secretary
Chandrashekara Kakal August 27, 2015 Ceased to be Chief Operating Officer
In addition to the changes in our Key Management Personnel set out above, for details in relation to changes in
our Directors who are our Key Management Personnel, see Our Management- Changes in the Board in the last
three years from pages 162 to 163.
Payment or Benefit to officers of our Company
Except for the payment of remuneration or commission for services rendered by our officers, no amount or
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benefit has been paid or given within the two preceding years or intended to be paid or given to any officer and
consideration for payment of giving of the benefit.
Our Company has granted options to the employees of our Company. For details, see Capital Structure from
pages 86 to 92.
Corporate Governance
The provisions of the Equity Listing Agreement to be entered into with the Stock Exchanges with respect to
corporate governance will be applicable to us immediately upon the listing of the Equity Shares with the Stock
Exchanges. We are in compliance with the requirements of the applicable regulations, including the Equity
Listing Agreement with the Stock Exchanges, the Companies Act, 2013 and the SEBI Regulations, in respect of
corporate governance including constitution of the Board and committees thereof. The corporate governance
framework is based on an effective independent Board, separation of the Boards supervisory role from the
executive management team and constitution of the Board Committees, as required under law.
Our Board has been constituted in compliance with the Companies Act, 2013 and the Equity Listing Agreement
with Stock Exchanges. The Board functions either as a full board or through various committees constituted to
oversee specific functions. Our executive management provides our Board detailed reports on its performance
periodically.
Currently, our Board has six Directors. In compliance with the requirements of Clause 49 of the Equity Listing
Agreement, we have a Non-Executive Chairman, one Executive Director and four Non-Executive Directors
including three Independent Directors, on our Board. Further, in compliance with the Equity Listing Agreement
and the Companies Act, 2013, we have a woman director on our Board.
Committees of the Board
In addition to the committees of the Board detailed below, our Board of Directors may, from time to time,
constitute committees for various functions.
Audit Committee
The members of the Audit Committee are:
1. M. M. Chitale- (Chairman),
2. Samir Desai, and
3. S. N. Subrahmanyan.
The Audit Committee was re-constituted by a meeting of our Board held on August 26, 2015. Our Audit
Committee met five times during the preceding Financial Year. The scope and function of the Audit Committee
is in accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and its
terms of reference include the following:
1. Oversight of the companys financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of

appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditors report thereon before
submission to the board for approval, with particular reference to:
a) Matters required to be included in the Directors Responsibility Statement to be included in

the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act,
2013;
b) Changes, if any, in accounting policies and practices and reasons for the same;
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c) Major accounting entries involving estimates based on the exercise of judgment by
management;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to financial statements;
f) Disclosure of any related party transactions;
g) Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditors independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
18. To establish and review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of the CFO (i.e., the whole-time Finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and
any other terms of reference as may be decided by the Board or specified/provided under the Companies
Act, 2013 or Listing Agreement or by any other regulatory authority.
Nomination and Remuneration Committee
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The members of the Nomination and Remuneration Committee are:
1. Samir Desai- (Chairman),
2. A. M. Naik,
3. S. N. Subrahmanyan, and
4. M. M. Chitale.
The Nomination and Remuneration Committee was re-constituted by the Board on August 26, 2015. The scope
and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of the Nomination and
Remuneration Committee include the following:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and the Board;
3. To consider and approve Employee Stock Option Schemes and to administer and supervise the same;
4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal;
6. Performing such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or Listing Agreement or by any other regulatory authority.
Stakeholders Relationship Committee
The members of the Stakeholders Relationship Committee are:
1. S. N. Subrahmanyan- (Chairman),
2. Vedika Bhandarkar, and
3. Sanjay Jalona.
The Stakeholders Relationship Committee was re-constituted by our Board on August 26, 2015. This
committee is responsible for the redressal of shareholder grievances.
The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
The terms of reference of the Stakeholders Relationship Committee of our Company include the following:
1. To redress grievances of shareholders, debenture holders and other security holders;
2. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,

debentures or any other securities;
3. Issue of duplicate certificates and new certificates on split/consolidation/renewal;
4. Non-receipt of declared dividends, balance sheets of the Company or any other documents or
information to be sent by the Company to its shareholders; and
5. Carrying out any other function as may be decided by the Board or specified/provided under the
Companies Act, 2013 or Listing Agreement or by any other regulatory authority.
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Corporate Social Responsibility Committee:
The members of the Corporate Social Responsibility Committee are:
2. Sanjay Jalona, and
3. M. M. Chitale.
The Corporate Social Responsibility Committee was re-constituted by our Board on August 26, 2015. The scope
and functions of the Corporate Social Responsibility Committee is in accordance with Section 135 of the
Companies Act, 2013.
The terms and reference of the Corporate Social Responsibility Committee include the following:
a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies
Act, 2013 including any amendments thereto;
b) To recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
c) To monitor CSR policy of the Company including instituting a transparent monitoring mechanism for
implementation of CSR projects or programs or activities undertaken by the Company.
Risk Management Committee
The members of the Risk Management Committee are:
2. Sanjay Jalona, and
3. A. K. Sonthalia.
The Risk Management Committee was re-constituted by our Board on August 26, 2015. The Risk Management
Committee has been authorised to do all the acts, deeds and things on such terms and conditions as laid before
the Board and in such manner as they deem fit. The roles of the Risk Management Committee are the following:
1. Framing, implementing, reviewing and monitoring the risk management plan for the Company;
2. Laying down risk assessment and minimization procedures and the procedures to inform Board of the
same;
3. Oversight of the risk management policy/ enterprise risk management framework (identification, impact
assessment, monitoring, mitigation & reporting);
4. Review key strategic risks at domestic/international, macro-economic & sectoral level (including market,
competition, political & reputational issues);
5. Review significant operational risks; and
6. Performing such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or Listing Agreement or statutorily prescribed under any other law or by any other
regulatory authority.
IPO Committee
The members of the IPO Committee are:
1. A. M. Naik- (Chairman),
2. S. N. Subrahmanyan, and
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3. Sanjay Jalona.
The IPO Committee was re-constituted by our Board on August 26, 2015. The terms and reference of the IPO
Committee include the following:
a. To make applications in consultation with the Selling Shareholder, where necessary, to such authorities
as may be required and accept on behalf of the Board such conditions and modifications as may be
prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may
be required;
b. To approve and file in consultation with the Selling Shareholder where applicable, the draft red herring
prospectus with SEBI, the red herring prospectus and prospectus with the Registrar of Companies and to
make necessary amendments or alterations, therein;
c. To decide along with the Selling Shareholder on the timing, pricing, reservation and discount if any, to
any class of investors as allowed under applicable law and all the terms and conditions of the Offer,
including the price band, opening and closing of Offer, size of the offer in terms of number of Equity
Shares or amount, Offer price, Offer size and to accept any amendments, modifications, variations or
alterations thereto;
d. To appoint and enter into arrangements in consultation with the Selling Shareholder where applicable,
with the book running lead managers, underwriters to the Offer, syndicate members to the Offer, advisors
to the Offer, brokers to the Offer, stabilising agent, escrow collection bankers to the Offer, refund banks
to the Offer, public issue account bankers to the Offer, registrar to the Offer, legal advisors to the
Underwriters and to the Company, international legal advisors and any other agencies or persons or
intermediaries to the Offer and to negotiate and finalise the terms of their appointment;
e. To negotiate, finalise, settle and to execute in consultation with the Selling Shareholder where applicable
and deliver or arrange the delivery of the draft red herring prospectus, the red herring prospectus, the
prospectus, the preliminary and final international wraps, offer agreement, share escrow agreement,
syndicate agreement, underwriting agreement, cash escrow agreement, agreements with the registrar and
the advertising agency and all other documents, deeds, agreements and instruments and any notices,
supplements and corrigenda thereto, as may be required or desirable in relation to the Offer;
f. To open with the bankers to the Offer such accounts as may be required by the regulations issued by
SEBI;
g. To open and operate bank accounts in terms of the escrow agreement with a scheduled bank to receive
applications along with application monies, handling refunds and for the purposes set out in Section
40(3) of the Companies Act, 2013 in respect of the Offer, and to authorise one or more officers of the
Company to execute all documents/deeds as may be necessary in this regard;
h. To approve suitable policies on insider trading, whistle-blowing, risk management, and any other policies
as may be required under applicable laws and the listing agreement to be entered into by the Company
with the relevant stock exchanges;
i. To issue allotment letters/confirmation of allotment notes with power to authorise one or more officers of
the Company to sign all or any of the aforestated documents;
j. To do all such acts, deeds, matters and things and execute all such other documents, etc. in consultation
with the Selling Shareholder where applicable, deem necessary or desirable for such purpose, including
without limitation, finalise the basis of allocation and to allot the shares to the successful allottees as
permissible in law, issue of share certificates in accordance with the relevant rules;
k. To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign
agreements and/or such other documents as may be required with the National Securities Depository
Limited, the Central Depository Services (India) limited and such other agencies, authorities or bodies as
may be required in this connection;
l. To make applications to such authorities as may be required for the Offer;
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m. To make applications for listing of the equity shares of the Company in one or more stock exchange(s)
and to execute and to deliver or arrange the delivery of the listing agreement(s) or necessary
documentation to the concerned stock exchange(s) and to select the Designated Stock Exchange;
n. To settle all questions, difficulties or doubts that may arise in regard to such issues or allotment and
matters incidental thereto as it may, in consultation with the Selling Shareholder, where applicable, deem
fit and to undertake any action in relation to the Offer as required including withdrawal of the Offer and
to delegate such of its powers as may be deemed necessary to the officials of the Company.
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OUR PROMOTER AND PROMOTER GROUP
Our Promoter
The Promoter of our Company is L&T. Our Promoter currently holds 161,250,000 Equity Shares, equivalent to
100% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company, along with six
individuals who hold an aggregate of 60 Equity Shares jointly as nominees of our Promoter.
Our Promoter
Our Promoter was incorporated on February 7, 1946 at Mumbai. The registered office address of our Promoter
is located at L&T House, Ballard Estate, Mumbai 400 001. Our Promoter was set up as a partnership in 1938 by
two Danish engineers after whom the company is named - Henning Holck-Larsen and Soren Kristian Toubro.
The partnership supplied Indian industry with equipment made in Europe and subsequently began manufacture
of primary equipment for dairy and other industries. In 1946, the partnership was incorporated as a private
limited company, and in 1950, got converted to a public limited company. Our Promoter established a reputation
for quality, reliability and customer-orientation, and rapidly expanded its capabilities. It manufactured
equipment and executed projects that served critical sectors of the economy - chemical plants, refineries,
mining, nuclear, aerospace and infrastructure. In an early phase of expansion beyond its works at Powai,
Mumbai, our Promoter set up manufacturing facilities at other locations including Chennai (then Madras),
Kansbahal (near Rourkela), Faridabad and Bengaluru (then Bangalore).
Our Promoter entered the business of cement manufacturing in the early 1980s. Setting up a number of cement
plants in succession, it emerged within a couple of decades as one of the countrys major manufacturers of
premium quality cement.
In 1987, our Promoter set up a waterfront facility at Hazira, capable of fabricating over-dimensioned equipment
and platforms for the offshore oil industry. Additionally, our Promoter strengthened its manufacturing capability
by setting up new facilities, including those at Ahmednagar and Talegaon in Maharashtra, Mysore in Karnataka
and Coimbatore in Tamil Nadu. Currently, our Promoters manufacturing footprint extends across India, the
Middle East, South East Asia, Australia and the U.K.
Our Promoter has also taken steps to augment its engineering and design capabilities. In addition to an entire
campus - Knowledge City at Vadodara, our Promoter has design facilities and Technology Centres in
Faridabad, Mumbai, Bengaluru, Mysore and Chennai. Across the decades, our Promoters profile and portfolio
have changed in line with its strategic vision. It has either discontinued or divested stake in business lines not
integral to its core strengths in engineering and construction. Businesses from which it has exited include
equipment for the food processing industry, packaging equipment, glass containers, tractors, medical equipment
and plastics processing. The cement business was de-merged in 2004.
With an emphasis on scalable businesses, our Promoter has set its sights on business lines which draw on its
core strengths. The Hazira facility has been expanded to include manufacture of advanced equipment for
supercritical power plants, in collaboration with a Japanese major. Hazira also incorporates a shipyard and a
large forge shop, set up in 2012, for the manufacture of nuclear grade steel and heavy forgings for the nuclear
and hydrocarbon industry. At Kattupalli near Chennai, our Promoter set up a major shipyard in 2012 and minor
port, commissioned in 2013. A facility at Talegaon is dedicated to the manufacture of defence related
equipment. Extending its comprehensive capabilities in the power sector, our Promoter set up its own power
plant at Rajpura, Punjab, commissioned in 2013.
Selected business verticals have been formed into subsidiary companies in order to create a dedicated structure
and achieve sharper focus. In 2013, L&T Hydrocarbon Engineering Limited was formed as a subsidiary
company. Other subsidiaries include L&T Valves Limited and L&T Construction Equipment Limited.
Across the decades, change at our Promoter has been in step with continuity. Our Promoter continues to be a
company engaged in the core sector of the economy. It is augmenting its presence in infrastructure, defence and
technology sectors and sees an expansive role in building of smart cities and communications. Corporate social
responsibility and sustainability remain central to its vision, as evidenced in the number of community health
centres and skill training centre it has set up. Our Promoter helps in the industry-wide propagation of knowledge
through its Leadership Development Academy at Lonavala, Project Management Institute in Vadodara and
172
Switchgear Training Centres around the country.
Our Promoter does not have any identifiable promoters and is widely held and is a professionally managed
company.
There has been no change in control or management of our Promoter in the last three years.
Board of directors of our Promoter
The board of directors of our Promoter as on the date of this Draft Red Herring Prospectus are as set out below:
Sr. Name of the director Designation

No.
1. A. M. Naik Group Executive Chairman
2. K. Venkataramanan Chief Executive Officer and Managing Director(1)
3. S.N. Subrahmanyan Whole-time Director and Senior Executive Vice President
(Infrastructure and Construction)(2)
4. R. Shankar Raman Whole-time Director and Chief Financial Officer
5. Shailendra N. Roy Whole-time Director and Senior Executive Vice President
(Power, Minerals and Metals)
6. D.K. Sen Whole-time Director(2)
7. Subramanian Sarma Non-Executive Director
8. M.M. Chitale Independent Director
9. Subodh Bhargava Independent Director
10. M. Damodaran Independent Director
11. Vikram Singh Mehta Independent Director
12. Adil Siraj Zainulbhai Independent Director
13. Akhilesh Krishna Gupta Independent Director
14. Bahram N. Vakil Independent Director
15. Thomas Mathew T. Independent Director
16. Ajay Shankar Independent Director
17. Sushobhan Sarker Nominee of Life Insurance Corporation of India
18. Swapan Dasgupta Nominee of the Administrator of the Specified
Undertaking of the Unit Trust of India
19. Sunita Sharma Nominee of Life Insurance Corporation of India
(1) Mr. K. Venkataramanan shall superannuate from the services of our Promoter with effect from September 30, 2015.
(2) Pursuant to the board resolution passed on September 21, 2015, the board of directors of our Promoter approved
appointment of both Mr. S.N. Subrahmanyan as the Deputy Managing Director and President; and Mr. D. K. Sen as the
Whole-time Director of our Promoter with effect from October 1, 2015.
Shareholding pattern of our Promoter
The shareholding pattern of our Promoter as on June 30, 2015 is as follows:
Category Category of Number of Total Number of Number of Shares Total Shareholding as a Shares Pledged or
Code Shareholder Shareholders Shares held in percentage of total otherwise
Dematerialised number of shares encumbered
form
As a As a No. of As a
Percentage Percentage Shares Percentage
of (A+B) of
(A+B+C)
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=
(VIII)/(IV)*100
(A) Promoter and
Promoter
Group
1 Indian
(a) Individual / 0 0 0 0.00 0.00 0 0.00
HUF
(b) Central / State 0 0 0 0.00 0.00 0 0.00
Government(s)
(c) Bodies 0 0 0 0.00 0.00 0 0.00
173
form
of (A+B) of
(A+B+C)
(VIII)/(IV)*100
Corporate
(d) Financial 0 0 0 0.00 0.00 0 0.00
Institutions /
Banks
(e) Any Others 0 0 0 0.00 0.00 0 0.00
(Specify)
Trust
Sub Total 0 0 0 0.00 0.00 0 0.00
(A)(1):
2 Foreign
(a) Individual(Non- 0 0 0 0.00 0.00 0.00
Resident
Individuals /
Foreign
Individuals)
(b) Bodies 0 0 0 0.00 0.00 0.00
Corporate
(c) Institutions 0 0 0 0.00 0.00 0.00
(d) Qualified 0 0 0 0.00 0.00 0.00
Foreign
Investor
(e) Any Others 0 0 0 0.00 0.00 0.00
(Specify)
Sub Total 0 0 0 0.00 0.00 0 0.00
(A)(2):
Total 0 0 0 0.00 0.00 0 0.00
Shareholding
of Promoter
and Promoter
Group
(A)=(A)(1) +
(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds / 400 143,456,685 143,442,291 15.80 15.42
UTI
(b) Financial 158 154,510,911 154,477,490 17.02 16.61
Institutions /
Banks
(c) Central / State 4 635,309 635,309 0.07 0.07
Government(s)
(d) Venture Capital 0 0 0 0.00 0.00
Funds
(e) Insurance 5 42,353,526 42,353,526 4.66 4.55
Companies
(f) Foreign 676 150,541,056 150,500,988 16.58 16.18
Institutional
Investors
(g) Foreign 0 0 0 0.00 0.00
Venture Capital
Investors
(h) Qualified 0 0 0 0.00 0.00
Foreign
Investor
(i) Others 0 0 0 0.00 0.00
(Specify)
(i-i) Foreign 109 26,472,013 26,472,013 2.92 2.85
Portfolio
Investors-
Corporates
(i-ii) Foreign Bodies 1 39,344 39,344 0.00 0.00
(i-iii) Foreign Bank 1 15 15 0.00 0.00
Sub Total 1,354 518,008,859 517,920,976 57.05 55.68
174
form
of (A+B) of
(A+B+C)
(VIII)/(IV)*100
(B)(1):
B 2. Non-
Institutions
(a) Bodies 6,244 70,722,673 70,419,412 7.79 7.60
Corporate
(b) Individual
(i) Individual 832,784 183,054,370 163,508,154 20.16 19.68
Shareholders
Holding
Nominal Share
Capital up to 1
lakh
(ii) Individual 113 13,891,480 13,891,480 1.53 1.49
Shareholders
Holding
Nominal Share
Capital in
excess of 1
lakh
(c) Qualified
Foreign
Investor
(d) Any Others
(Specify)
(d-i) Directors & 23 2,512,947 2,510,599 0.28 0.27
Relatives
(d-ii) Foreign 5 3,432 0 0.00 0.00
Companies
(d-iii) Foreign 12 385,608 364,782 0.04 0.04
Nationals
(d-iv) Foreign 1 168 168 0.00 0.00
Portfolio
Investors
Individuals
(d-v) Non-Residents 18,077 7,874,723 7,430,543 0.87 0.85
(d-vi) Trust 3 111,606,174 111,588,408 12.29 12.00
Sub Total 857,262 390,051,575 369,713,546 42.95 41.93
(B)(2):
Total Public 858,616 908,060,434 887,634,522 100 97.61
Shareholding
(B)=(B)(1) +
(B)(2)
Total (A) + (B) 858,616 908,060,434 887,634,522 100 97.61
(C) Shares held by
Custodians
and against
which
Depository
Receipts have
been issued
1 Promoter and 0 0 0 0 0.00 0.00

Promoter
Group
2 Public 1 22,238,565 22,238,565 2.39
Total (C) 1 22,238,565 22,238,565 2.39 0
Grand Total 858,617 930,298,999 909,873,087 100.00 0 0.00
(A)+(B)+(C)
Our Company confirms that the PAN, bank account numbers, the company registration number and address of
the registrar of companies, where our Promoter is registered shall be submitted to the Stock Exchanges at the
time of filing of this Draft Red Herring Prospectus.
175
Interest of our Promoter
Our Promoter is interested in our Company to the extent it has promoted our Company and to the extent of its
shareholding and the dividends payable if any and certain services provided in the ordinary course of business,
including licensing of L&T trademark pursuant to the Trademark Licensing Agreement and human resources
services and shared services in respect of employees pay roll. For details regarding the shareholding of our
Promoter in our Company, see Capital Structure from pages 82 to 84.
Our Promoter has entered into agreements with our Company to lease office space in respect of properties
situated at Chennai, Bengaluru and Powai. Our Promoter receives rent from our Company in respect of these
properties on an arms length basis. Our Promoter has no interest in any property acquired or proposed to be
acquired by our Company within the two years from the date of this Draft Red Herring Prospectus, or in any
transactions by our Company for acquisition of land, construction of building or supply of machinery.
Our Promoter recovers from our Company the remuneration paid to the deputed Key Management Personnel.
Except as stated in this Draft Red Herring Prospectus, our Company has not entered into any contracts,
agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus
or proposes to enter into any such contract in which our Promoter is directly or indirectly interested and no
payments have been made to our Promoter in respect of the contracts, agreements or arrangements which are
proposed to be made with it other than in ordinary course of business. For further details of related party
transcations, as per Accounting Standard 18, see Related Party Transactions on page 192.
Except for LTTSL, our Promoter does not have any interest in any venture that is involved in any activities
similar to those conducted by our Company. LTTSL, a wholly owned subsidiary of our Promoter is involved in
the IT services and products business. LTTSL is involved in the business of engineering services. Specific
services LTTSL offer include mechanical engineering, embedded systems, engineering process services and
product lifecycle management, as well as proprietary solutions in engineering data analytics, power electronics,
machine-to-machine and the ioT.
For details of related party transactions entered into by our Company with its Subsidiaries, as per Accounting
Standard 18, during the last five Financial Years, the nature of transactions and the cumulative value of
transactions, see Related Party Transactions on page 192
Except as disclosed in Related Party Transactions on page 192, our Promoter is not related to any sundry
debtors of our Company.
Payment or Benefits to our Promoter
Except as stated otherwise in Related Party Transactions which provides the related party transactions, as per
Accounting Standard 18, entered into during the last five Financial Years and in Our Promoter and Promoter
Group- Interests of our Promoter on pages 192 and 176, respectively, there has been no payment or benefit to
our Promoter or Promoter Group during the two years prior preceding filing of the Draft Red Herring Prospectus
nor is there any intention to pay or give any benefit to our Promoter or Promoter Group as on the date of this
Draft Red Herring Prospectus.
Confirmations
Our Promoter has not been declared as wilful defaulter by the RBI or any other government authority.
SEBI has issued notices to our Promoter and one of our Directors, A. M. Naik, in relation to alleged violation of
the SEBI Act and the SEBI Insider Trading Regulations for delay in reporting obligations in connection with
certain trades in shares of our Promoter. For further details, see Outstanding Litigation and Material
Developments- Litigation involving our Directors- Litigation against our Directors on page 339. Except as
disclosed herein, there are no violations of securities laws committed by our Promoter in the past and no
proceedings for violation of securities laws are pending against it.
Our Promoter and Promoter Group entities have not been debarred or prohibited from accessing or operating in
capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
There is no litigation or legal action pending or taken by any ministry, department of the Government or
176
statutory authority during the last five years preceding the date of the Draft Red Herring Prospectus against our
Promoter, except as disclosed under Outstanding Litigation and Material Developments from pages 322 to
327.
Our Promoter is not and has never been a promoter, director or person in control of any other company which is
debarred or prohibited from accessing or operating in capital markets under any order or direction passed by
SEBI or any other regulatory or governmental authority.
Companies with which our Promoter has disassociated in the last three years
Except as provided below, our Promoter has not disassociated itself from any of the companies during the
preceding three years:
Sr. Name of the disassociated entity Reasons and circumstances Date of disassociation
No. leading to the
disassociation and terms of
disassociation
1. L&T Plastics Machinery Limited Sale of shares September 28, 2012
2. L&T Commercial Projects Private Sale of shares November 26, 2012
Limited
3. AIC Structural Steel Construction (India) Sale of shares May 27, 2013
Private Limited
4. L&T Chennai Projects Private Sale of shares October 3, 2013
Limited
5. L&T Bangalore Airport Hotel Sale of shares January 24, 2014
Limited
6. L&T Tech Park Limited Sale of shares May 22, 2014
7. L&T Tejomaya Limited Sale of shares May 22, 2014
8. The Dhamra Port Company Sale of shares June 23, 2014
Limited
9. NAC Infrastructure Equipment Sale of shares August 1, 2014
Limited
Promoter Group
Persons and entities constituting the Promoter Group of our Company in terms of Regulation 2(1)(zb) of the
SEBI Regulations.
177
GROUP COMPANIES
Our Board has approved that other than companies which constitute part of the related parties of our Company
in accordance with the applicable accounting standards (Accounting Standard 18) as per the restated
consolidated financial statements of our Company in the last five financial years, there are no material group
companies of our Company. Accordingly, we have set out below the details of our Group Companies which
have also been disclosed in this Draft Red Herring Prospectus in Financial Statements from pages 285 to 286.
Our Board has also approved that other than the companies disclosed below, there are no other material group
companies of our Company.
1. L&T BPP Tollway Limited;

2. L&T Construction Equipment Limited;
3. L&T Cutting Tools Limited;
4. L&T Devihalli Hassan Tollway Limited;
5. L&T Electrical & Automation FZE;
6. L&T Electrical & Automation Saudi Arabia Company Limited LLC;
7. L&T Finance Limited;
8. L&T General Insurance Company Limited;
9. L&T Howden Private Limited;
10. L&T Hydrocarbon Engineering Limited;
11. L&T Infrastructure Development Projects Limited;
12. L&T Infrastructure Finance Company Limited;
13. L&T Investment Management Limited;
14. L&T Kobelco Machinery Private Limited;
15. L&T Metro Rail (Hyderabad) Limited;
16. L&T Modular Fabrication Yard LLC;
17. L&T Power Development Limited;
18. L&T Power Limited;
19. L&T Realty Limited;
20. L&T Sapura Shipping Private Limited;
21. L&T Seawoods Limited;
22. L&T Technology Services Limited;
23. L&T Valves Limited;
24. L&T-MHPS Boilers Private Limited;
25. L&T-MHPS Turbine Generators Private Limited;
26. L&T-Sargent & Lundy Limited;
27. L&T-Valdel Engineering Limited;
28. Larsen & Toubro (East Asia) SDN. BHD;
29. Larsen & Toubro ATCO Saudi LLC;
30. Larsen & Toubro Electromech LLC;
31. Larsen & Toubro Heavy Engineering LLC;
32. Larsen & Toubro Hydrocarbon International Limited LLC;
33. Larsen & Toubro Kuwait Construction General Contracting Company, With Limited Liability;
34. Larsen & Toubro LLC;
35. Larsen and Toubro Saudi Arabia LLC;
36. Nabha Power Limited; and
37. TAMCO Switchgear (Malaysia) SDN. BHD.
A. Details of the five largest Group Companies (based on turnover):
1. L&T Hydrocarbon Engineering Limited
Corporate Information
L&T Hydrocarbon Engineering Limited (L&T HEL) was incorporated on April 2, 2009 under the
178
Companies Act, 1956 at Mumbai. L&T HEL is involved in the business of designing, building, operating
and maintaining engineering, procurement and construction of projects and products on a turnkey basis.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T HEL.
Financial Information
The operating results of L&T HEL for the last three Financial Years are as follows:
(in million, except per share data)

Particulars For the year ended
March 31, 2015 March 31, 2014 March 31, 2013
Equity Capital (including share 10,000.50 10,000.50 0.50
application money)
Reserves (excluding revaluation (6,122.30) (194.10) (0.07)
reserves) and surplus
Income including other income 57,407.00 87,167.90 -
Profit / (Loss) after tax (6,541.20) 1,057.30 (0.01)
Basic EPS (in ) (6.54) 0.97 (0.24)
Diluted EPS (in ) (6.54) 0.97 (0.24)
Net asset value per share (in ) 3.88 9.81 8.60
2. Nabha Power Limited
Nabha Power Limited (Nabha Power) was incorporated on April 9, 2007 under the Companies Act,
1956 at Chandigarh. Nabha Power is involved in the business of construction, operation and maintenance
of electricity system and acting as consultant and technical advisors of public and private sector
enterprise.
Our Promoter, through its wholly owned subsidiary L&T Power Development Limited, holds 100% of
the total issued and paid up equity share capital of Nabha Power.
The operating results of Nabha Power for the last three Financial Years are as follows:

Equity Capital (including share 26,880.00 23,250.00 13,730.00
application money)
Reserves (excluding revaluation 750.84 (1,153.43) (922.70)
Income including other income 31,799.39 28,372.54 32,647.92
Profit / (Loss) after tax 1,904.28 (230.73) (970.78)
Basic EPS (in ) 0.82 (0.15) (0.97)
Diluted EPS (in ) 0.74 (0.13) (0.94)
3. L&T Technology Services Limited
179
L&T Technology Services Limited (LTTSL) was incorporated on June 14, 2012 under the Companies
Act, 1956 at Mumbai. LTTSL is involved in the business of engineering services.
Our Promoter holds 100% of the total issued and paid up equity share capital of LTTSL.
The operating results of LTTSL for the last three Financial Years are as follows:

Equity Capital (including advance 3,000.00 1,027.20 0.50
towards equity commitment
Reserves (excluding revaluation 67.43 (178.16) (0.03)
Income including other income 25,856.22 1,222.01 -
Profit / (Loss) after tax 3,151.77 62.14 (0.03)
Basic EPS (in ) 11.88 0.21 (0.74)
Diluted EPS (in ) 11.88 0.21 (0.74)
4. L&T Finance Limited
L&T Finance Limited (L&T Finance) was incorporated on November 22, 1994 under the Companies
Act, 1956 at Mumbai. L&T Finance is an NBFC asset finance company providing entire gamut of retail
financing.
Our Promoter, through its subsidiary L&T Finance Holdings Limited, holds 100% of the total issued and
paid up equity share capital of L&T Finance.
The operating results of L&T Finance for the last three Financial Years are as follows:

Equity Capital (including share 2,384.22 2,384.22 2,384.22
application money)
Reserves (excluding revaluation 20,533.11 19,546.12 18,704.69
Profit / (Loss) after tax 2,556.05 2,012.27 2,110.29
Basic EPS (in ) 10.72 8.44 8.85
Diluted EPS (in ) 10.72 8.44 8.85
5. L&T Infrastructure Finance Company Limited
180
L&T Infrastructure Finance Company Limited (L&T IFCL) was incorporated on April 18, 2006 under
the Companies Act, 1956 at Chennai. L&T IFCL is an NBFC- infrastructure finance company providing
entire gamut of infra and wholesale financing.
Our Promoter, through its subsidiary L&T Finance Holdings Limited, holds 100% of the total issued and
paid up equity share capital of L&T IFCL.
The operating results of L&T IFCL for the last three Financial Years are as follows:

Equity Capital (including advance 8,292.33 8,292.33 8,292.33
towards equity commitment)
Reserves (excluding revaluation 17,182.53 16,395.29 14,735.57
Profit / (Loss) after tax 2,254.67 2,921.30 3,442.14
Basic EPS (in ) 2.72 3.52 4.28
Diluted EPS (in ) 2.72 3.52 4.28
B. Details of Group Companies with negative net worth
1. Larsen & Toubro ATCO Saudi LLC
Larsen & Toubro ATCO Saudi LLC (L&T ATCO LLC) was incorporated on July 8, 2007 in Saudi
Arabia. L&T ATCO LLC is involved in the business of undertaking general contracting works including
electromechanical construction and civil works in project of oil and gas.
Our Promoter, through its wholly owned subsidiary L&T International FZE, holds 75% interest in L&T
ATCO LLC.
The operating results of L&T ATCO LLC for the last three financial years (being calendar years) are as
follows:

December 31, December 31, December
2014 2013 31, 2012
Equity Capital (including share application 11.78 11.78 10.82
money)*
Reserves (excluding revaluation reserves) (2,018.85) (66.98) (31.45)
and surplus
Profit / (Loss) after tax (1,994.55) (32.45) 29.68
181
Basic EPS (in ) (1,994,548.76) (32,446.00) 29,684.31
Diluted EPS (in ) (1,994,548.76) (32,446.00) 29,684.31
Net asset value per share (in ) (2,007,068.82) (55,194.83) (20,635.58)
*The minority stake changed during the year 2012-13 and hence the additional capital acquired from minority is
reflected at the rate on the date of acquisition.
2. Larsen and Toubro Saudi Arabia LLC
Larsen & Toubro Saudi Arabia LLC (L&T Saudi Arabia LLC) was incorporated on June 22, 1999 in
Saudi Arabia. L&T Saudi Arabia LLC is involved in the business of offering turnkey solutions in civil,
mechanical and electrical engineering for petrochemicals, infrastructure, buildings, factories, power
transmission and distribution and telecommunication projects.
Our Promoter, through its wholly owned subsidiaries L&T International FZE and L&T Cutting Tools
Limited, holds 95% and 5% interest, respectively in L&T Saudi Arabia LLC.
The operating results of L&T Saudi Arabia LLC for the last three financial years (being calendar years)
are as follows:

2014 2013 31, 2012
Equity Capital (including advance against 186.43 186.43 46.35
share capital)*
Reserves (excluding revaluation reserves) (1,498.69) (1,290.69) (646.63)
and surplus
Profit / (Loss) after tax (568.13) (397.42) (192.05)
Basic EPS (in ) (142,031.32) (99,354.85) (48,011.96)
Diluted EPS (in ) (142,031.32) (99,354.85) (48,011.96)
Net asset value per share (in ) (328,064.74) (276,065.11) (150,069.06)
*The increase in share capital is due to advance against share capital.
3. Larsen & Toubro Electromech LLC
Larsen & Toubro Electromech LLC (L&T Electromech LLC) was incorporated on November 17, 1976
in Oman. L&T Electromech LLC is involved in the business of engaging in the hydrocarbon and power
sector through civil, mechanical, electrical and instrumentation works for oil and gas, refinery,
petrochemicals and chemicals, pipelines and gas based power projects.
Electromech LLC.
The operating results of L&T Electromech LLC for the last three financial years (being calendar years)
are as follows:
182
2014 2013 31, 2012
share capital)
Reserves (excluding revaluation reserves) (738.76) 1,082.53 1,604.66

and surplus
Basic EPS (in ) (5,961.41) (2,277.75) 1,019.64
Diluted EPS (in ) (5,961.41) (2,277.75) 1,019.64
Net asset value per share (in ) (2,344.01) 3,726.96 5,467.39
4. L&T Modular Fabrication Yard LLC
L&T Modular Fabrication Yard LLC (L&T MFY LLC) was incorporated on July 5, 2006 in Oman.
L&T MFY LLC is involved in the business of fabricating jackets and decks, floating production storage
and offloading systems rigs and any other offshore structure inputs.
MFY LLC.
The operating results of L&T MFY LLC for the last three financial years (being calendar years) are as
follows:
2014 2013 31, 2012
share capital)
Reserves (excluding revaluation reserves) (975.53) 270.12 706.86
and surplus
Income including other income 853.21 3,490.04 4,837.30
Basic EPS (in ) (432.79) (185.46) 59.36
Diluted EPS (in ) (432.79) (185.46) 59.36
Net asset value per share (in ) (224.65) 207.17 358.57
5. Larsen & Toubro Heavy Engineering LLC
Larsen & Toubro Heavy Engineering LLC (L&T HE LLC) was incorporated on April 7, 2008 in
Oman. L&T HE LLC is involved in the business of manufacture of heavy engineering goods.
HE LLC.
183
The operating results of L&T HE LLC for the last three financial years (being calendar years) are as
follows:
2014 2013 31, 2012
share capital)
Reserves (excluding revaluation reserves) (831.07) (1,195.44) (1,109.55)
and surplus
Profit / (Loss) after tax 316.24 (31.54) (267.01)
Basic EPS (in ) 55.82 (5.57) (58.15)
Diluted EPS (in ) 55.82 (5.57) (58.15)
Net asset value per share (in ) (25.81) (90.13) (74.97)
6. Larsen & Toubro Hydrocarbon International Limited LLC
Larsen & Toubro Hydrocarbon International Limited LLC (L&T HIL) was incorporated on June 17,
2013 at Saudi Arabia. L&T HIL is involved in the business of maintaining and operating oil and gas
plants.
Our Promoter directly holds 90% of the total issued and paid up equity share capital of L&T HIL and
through its wholly owned subsidiary, L&T International FZE, holds 10% of the total issued and paid up
equity share capital of L&T HIL.
The operating results of L&T HIL for the last two financial years (being calendar years) are as follows:
Particulars For the year ended*
December 31, 2014 December 31, 2013
Equity Capital (including advance against 7.58 7.58
share capital)
Reserves (excluding revaluation reserves) (13.04) (9.88)
and surplus
Income including other income 17.60 -
Profit / (Loss) after tax (3.03) (9.99)
Basic EPS (in ) (6,056.23) (19,975.00)
Diluted EPS (in ) (6,056.23) (19,975.00)
Net asset value per share (in ) (10,914.59) (4,608.29)
*L&T HIL was incorporated in 2013.
C. Details of other Group Companies
1. L&T BPP Tollway Limited
L&T BPP Tollway Limited (L&T BTL) was incorporated on May 25, 2011 under the Companies Act,
1956 at Chennai. L&T BTL is involved in the business of construction of roads.
184
Our Promoter, through its subsidiary L&T IDPL, holds 100% of the total issued and paid up equity share
capital of L&T BTL.
2. L&T Construction Equipment Limited
L&T Construction Equipment Limited (L&T CEL) was incorporated on July 29, 1997 under the
Companies Act, 1956 at Mumbai. L&T CEL is involved in the business of manufacturing hydraulic
excavators and high pressure hydraulic systems and components.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T CEL.
3. L&T Cutting Tools Limited
L&T Cutting Tools Limited (L&T CTL) was incorporated on September 18, 1952 under the
Companies Act, 1913 at Mumbai. L&T CTL is involved in the business of trading industrial cutting
tools.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T CTL.
4. L&T Devihalli Hassan Tollway Limited
L&T Devihalli Hassan Tollway Limited (L&T DHTL) was incorporated on April 27, 2010 under the
Companies Act, 1956 at Chennai. L&T DHTL is involved in the business of construction of roads on
design build finance operate transfer basis.
Our Promoter, through its subsidiary L&T IDPL, holds 100% of the total issued and paid up equity share
capital of L&T DHTL.
5. L&T Electrical & Automation FZE
L&T Electrical & Automation FZE (L&T FZE) was incorporated on April 7, 2008 at Dubai, UAE.
L&T FZE is involved in the business of manufacture of control and automation components.
Our Promoter, through its wholly owned subsidiary L&T International FZE, holds 100% of the total
issued and paid up equity share capital of L&T FZE.
6. L&T Electrical & Automation Saudi Arabia Company Limited LLC
L&T Electrical & Automation Saudi Arabia Company LLC (L&T EA LLC) was incorporated on
August 22, 2006 at Saudi Arabia. L&T EA LLC is involved in the business of manufacturing
switchboards and related solutions in Saudi Arabia.
185
Our Promoter, through its wholly owned subsidiary, L&T International FZE, holds 75% of interest in
L&T EA LLC and through Tamco Switchgear, one of our Group Companies, holds 25% of interest in
L&T EA LLC. The acquisition by Tamco Switchgear in L&T EA LLC is in the process of getting
registered with the statutory authorities under applicable laws at Saudi Arabia. For details of our
Promoters interest in Tamco Switchgear, see Our Group Companies- Details of other Group
Companies - TAMCO Switchgear (Malaysia) SDN. BHD on page 189.
7. L&T General Insurance Company Limited
L&T General Insurance Company Limited (L&T GICL) was incorporated on December 27, 2007
under the Companies Act, 1956 at Mumbai. L&T GICL is involved in the business of general insurance.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T GICL.
8. L&T Infrastructure Development Projects Limited
L&T IDPL was incorporated on February 26, 2001 under the Companies Act, 1956 at Chennai. L&T
IDPL is involved in the business of infrastructure development.
Our Promoter holds 97.45% of the total issued and paid up equity share capital of L&T IDPL.
9. L&T Howden Private Limited
L&T Howden Private Limited (L&T HPL) was incorporated on June 17, 2010 under the Companies
Act, 1956 at Mumbai. L&T HPL is involved in the business of designing, engineering, manufacturing,
marketing, selling, and supplying rotary air pre-heaters (excluding for the avoidance of any doubt rotary
gas pre-heaters) and variable pitch axial fans.
Our Promoter holds 50.1% of the total issued and paid up equity share capital of L&T HPL.
10. L&T Investment Management Limited
L&T Investment Management Limited (L&T IML) was incorporated on April 25, 1996 under the
Companies Act, 1956 at Mumbai. L&T IML is an asset management company to L&T Mutual Fund,
registered with SEBI, and is also involved in the business of portfolio management services.
Our Promoter, through its subsidiary, L&T Finance Holdings Limited, holds 100 % of the total paid up
equity share capital of L&T IML.
11. L&T Kobelco Machinery Private Limited
L&T Kobelco Machinery Private Limited (L&T KMPL) was incorporated on November 25, 2010
186
under the Companies Act, 1956 at Mumbai. L&T KMPL is involved in the business of designing,
engineering, manufacturing, import, export, marketing, sales, distribution and after sales service of
rubber processing machinery and spares.
Our Promoter holds 51% of the total issued and paid up equity share capital of L&T KMPL.
12. L&T Metro Rail (Hyderabad) Limited
L&T Metro Rail (Hyderabad) Limited (L&T MRHL) was incorporated on August 24, 2010 under the
Companies Act, 1956 at Hyderabad. L&T MRHL is involved in the business of designing, building,
financing, operating and transferring the Hyderabad metro rail project together with the development of
transit oriented development activities.
Our Promoter directly holds 1% of the total issued and paid up equity share capital of L&T MRHL and
through its subsidiary, L&T IDPL, holds 99% of the total issued and paid up equity share capital of L&T
MRHL.
13. L&T Power Development Limited
L&T Power Development Limited (L&T PDL) was incorporated on September 12, 2007 under the
Companies Act, 1956 at Mumbai. L&T PDL is involved in the business of developing, acquiring,
operating power generation projects of all types.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T PDL.
14. L&T Power Limited
L&T Power Limited (L&T Power) was incorporated on March 9, 2006 under the Companies Act, 1956
at Mumbai. L&T Power is involved in the business of execution of power projects and laying down
thermal power plants and stations.
Our Promoter holds 99.99% of the total issued and paid up equity share capital of L&T Power.
15. L&T Realty Limited
L&T Realty Limited (L&T Realty) was incorporated on November 30, 2007 under the Companies Act,
1956 at Mumbai. L&T Realty is involved in the business of the development of real estate.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T Realty.
16. L&T Seawoods Limited
187
L&T Seawoods Limited (L&T Seawoods) was incorporated on March 13, 2008 under the Companies
Act, 1956 at Mumbai. L&T Seawoods is involved in the business of developing the Seawoods Darave
railway station at Navi Mumbai and the integrated commercial complex.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T Seawoods.
17. L&T-Sargent & Lundy Limited
L&T-Sargent & Lundy Limited (L&T SLL) was incorporated on May 5, 1995 under the Companies
Act, 1956 at Mumbai. L&T SLL is involved in the business of engineering services.
Our Promoter holds 50.01% of the total issued and paid up equity share capital of L&T SLL.
18. L&T-Valdel Engineering Limited
L&T-Valdel Engineering Limited (L&T Valdel) was incorporated on November 25, 2004 under the
Companies Act, 1956 at Bangalore. L&T Valdel is involved in the business of engineering consultancy.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T Valdel.
19. L&T Valves Limited
L&T Valves Limited (L&T Valves) was incorporated on November 23, 1961 under the Companies
Act, 1956 at Mumbai. L&T Valves is involved in the business of manufacturing industrial valves, safety
systems and equipment and pneumatic actuators and accessories.
Our Promoter holds 100% of the total issued and paid up equity share capital of L&T Valves.
20. Larsen & Toubro (East Asia) SDN. BHD
Larsen & Toubro (East Asia) SDN. BHD (L&T East Asia) was incorporated on June 13, 1996 in
Malaysia. L&T East Asia is involved in the business of engineering and construction activities.
Our Promoter, through its wholly owned subsidiary, L&T International FZE, holds 30% of the total
issued and paid up equity share capital and 100% of the total voting power of L&T East Asia.
21. Larsen & Toubro Kuwait Construction General Contracting Company, With Limited Liability
Larsen & Toubro Kuwait Construction General Contracting Company, With Limited Liability (L&T
Kuwait) was incorporated on November 29, 2006 in Kuwait. L&T Kuwait is involved in the business of
construction projects in oil and gas, power and infrastructure with primary focus on electro-mechanical
construction.
188
issued and paid up equity share capital and 75% of the total voting power of L&T Kuwait.
22. Larsen & Toubro LLC
Larsen & Toubro LLC (L&T LLC) was incorporated on January 2, 2001 in the USA. L&T LLC is
involved in the business of being a trading company.
Our Promoter directly holds 95% of interest in L&T LLC and through its wholly owned subsidiary, L&T
CTL, holds 5% of interest in L&T LLC.
23. TAMCO Switchgear (Malaysia) SDN. BHD
TAMCO Switchgear (Malaysia) SDN. BHD (Tamco Switchgear) was incorporated on May 29, 2007
in Malaysia. Tamco Switchgear is involved in the business of manufacturing of switchgear components.
issued and paid up equity share capital of Tamco Switchgear.
24. L&T-MHPS Turbine Generators Private Limited
L&T-MHPS Turbine Generators Private Limited (L&T MTGPL) was incorporated on December 27,
2006 under the Companies Act, 1956 at Mumbai. L&T MTGPL is involved in the business of designing,
engineering, manufacturing and selling super critical steam turbines and generators.
Our Promoter holds 51% of the total issued and paid up equity share capital of L&T MTGPL.
25. L&T-MHPS Boilers Private Limited
L&T-MHPS Boilers Private Limited (L&T MHPS) was incorporated on October 9, 2006 under the
Companies Act, 1956 at Mumbai. L&T MHPS is involved in the business of design and engineering of
subcritical/supercritical once through boilers and pulverizers in India.
Our Promoter holds 51% of the total issued and paid up equity share capital of L&T MHPS.
26. L&T Sapura Shipping Private Limited
L&T Sapura Shipping Private Limited (L&T SSPL) was incorporated on September 2, 2010 under the
Companies Act, 1956 at Chennai. L&T SSPL is involved in the business of owning, purchasing, holding,
hiring, chartering, contracting for, acquiring, selling, taking in exchange, letting or otherwise operating,
engaging, managing, trading in or with ships.
189
Our Promoter holds 60% of the total issued and paid up equity share capital of L&T SSPL.
Nature and Extent of Interest of Group Companies
In the promotion of our Company
None of our Group Companies have any interest in the promotion or any business interest or other
interests in our Company.
In the properties acquired or proposed to be acquired by our Company in the past two years
before filing this Draft Red Herring Prospectus with SEBI
None of our Group Companies is interested in the properties acquired or proposed to be acquired by our
Company in the two years preceding the filing of this Draft Red Herring Prospectus.
In transactions for acquisition of land, construction of building and supply of machinery
None of our Group Companies is interested in any transactions for the acquisition of land, construction of
building or supply of machinery involving our Company.
Interest of our Promoter in the Group Companies
Other than as disclosed in Group Companies beginning on page 178, our Promoter has certain transactions
with the Group Companies in the ordinary course of business which are typically in the nature of inter alia
purchase or sale of goods, sale of fixed assets, inter-corporate deposits, services rendered, software
development, rent or commission or interest received or paid and issue of corporate and performance
guarantees.
Common Pursuits among the Group Companies with our Company
Other than as disclosed in Promoter and Promoter Group- Interest of our Promoter and Risk Factors on
pages 176 and 37, respectively, there are no common pursuits between any of our Group Companies and our
Company.
Related Business Transactions within the Group Companies and significance on the financial
performance of our Company
Other than as disclosed in Related Party Transactions on page 192, there are no related business transactions
within the Group Companies and significance on the financial performance of our Company.
Significant Sale/Purchase between Group Companies and our Company
Other than as disclosed in Financial Statements beginning on page 194, none of our Group Companies are
involved in any sales or purchase with our Company where such sales or purchases exceed in value in the
aggregate of 10% of the total sales or purchases of our Company.
Business Interest of Group Companies
Other than as disclosed in Our Business and Related Party Transactions beginning on pages 119 and 192
respectively, none of our Group Companies have any business interest in our Company.
Defunct Group Companies
There are no Group Companies whose name have been struck off by the registrar of companies, during the last
five years preceding the date of the Draft Red Herring Prospectus.
Loss Making Group Companies
190
The following tables set forth the details of our Group Companies which have incurred loss in the last Financial
Year and provides details of profit/(loss) made by them in the last three Financial Years, on the basis of latest
audited financial statements available:
Sr. Profit/( Loss ) after tax million

No. Name of Group Company March 31, March 31, 2014 March 31,
2015 2013
1. L&T Hydrocarbon Engineering Limited (6,541.20) 1,057.30 (0.01)
2. L&T - MHPS Turbine Generators Private (1,324.55) (855.11) (894.66)
Limited
3. L&T General Insurance Company Limited (941.70) (1,001.80) (932.80)
4. L&T Investment Management Limited (648.75) (699.20) (584.92)
5. L&T Devihalli Hassan Tollway Limited (148.02) (29.86) 15.61
6. L&T Metro Rail (Hyderabad) Limited (141.07) (2.23) 12.86
7. L&T Realty Limited (14.87) (582.33) (1,404.58)
8. L&T Seawoods Limited (14.11) 54.29 6.24
9. L&T BPP Tollway Limited (0.97) (20.61) (2.12)
10. Larsen & Toubro ATCO Saudi LLC(1) (1,994.55) (32.45) 29.68
11. Larsen & Toubro Electromech LLC(1) (1,788.42) (683.33) 305.89
12. L&T Modular Fabrication Yard LLC(1) (1,248.44) (534.99) 171.22
13. Larsen & Toubro Kuwait Construction (370.17) 13.99 66.20
General Contracting Company, WLL(1)
14. Larsen & Toubro (East Asia) SDN. BHD(1) (7.96) 2.00 0.40
15. Larsen & Toubro Hydrocarbon International (3.03) (9.99) -
Limited LLC(1)(2)
16. Larsen & Toubro Saudi Arabia LLC(1) (568.13) (397.42) (192.05)
(1) The three years are the calendar years 2014, 2013 and 2012.
(2) The company was incorporated in 2013.
None of our Group Companies have their equity shares listed on any stock exchanges and none of our Group
Companies have made any public or rights issue of securities in the preceding three years. The following Group
Companies have issued debt securities which are listed on the stock exchanges:
L&T Infrastructure Finance Company Limited;

L&T Finance Limited;
L&T Infrastructure Development Projects Limited;
L&T Metro Rail (Hyderabad) Limited; and
Nabha Power Limited.
See Other Regulatory and Statutory Disclosures beginning on page 342.
None of the Group Companies have been debarred from accessing the capital market for any reasons by SEBI or
any other authorities.
None of our Group Companies fall under the definition of sick companies under SICA and none of them is
under winding up.
None of the Group Companies have been identified as wilful defaulters by the RBI or other authorities.
191
RELATED PARTY TRANSACTIONS
For details of the related party transactions during the last five Financial Years, as per the requirements under
Accounting Standard 18 Related Party Disclosures, see Financial Statements Annexure XXII- Restated
Unconsolidated Statement of Related Parties- Annexure and Financial Statements Annexure XII- Restated
Consolidated Statement of Related Parties from pages 233 to 237 and 285 to 288, respectively.
192
DIVIDEND POLICY
The declaration and payment of dividends will be recommended by the Board of Directors and approved by the
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act. The dividend, if any, will depend on a number of factors, including but not
limited to the earnings, capital requirements, contractual obligations, applicable legal restrictions and overall
financial position of our Company. Our Company has no formal dividend policy. The amounts paid as dividends
in the past are not necessarily indicative of our Companys dividend policy or dividend amounts, if any, in the
future. The details of dividend paid by our Company in the last five Financial Years are given below:
2015 2014 2013 2012 2011

No. of equity shares 32,250,000 32,250,000 32,250,000 32,250,000 32,250,000
of face value of 5
each
Dividend per share 149.00 171.00 94.00 79.00 47.00
(in )*
Rate of dividend 2,980 3,420 1,880 1,580 940
(%)
Total Dividend (in 5,711.57 6,451.98 3,527.67 2,961.07 1,767.51
million)**
*Dividend was paid by way of interim dividends during the Financial Year.
**This includes dividend distribution tax.
193
SECTION V: FINANCIAL INFORMATION
FINANCIAL STATEMENTS

Larsen & Toubro Infotech Limited
L&T House
Ballard Estate
Mumbai 400 001
Dear Sirs,
1. We have examined the restated unconsolidated summary statement of assets and liabilities of Larsen &
Toubro Infotech Limited (the Company) as at 31 March 2015, 31 March 2014, 31 March 2013, 31
March 2012 and 31 March 2011 and also the restated unconsolidated summary statement of profits and
losses and restated unconsolidated summary statement of cash flows for the years ended 31 March 2015,
31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011, together with the notes and
annexures thereto (collectively the restated unconsolidated summary statements) annexed to this report
for the purpose of inclusion in the offer document to be issued by the Company in connection with the
proposed Initial Public Offering (IPO) of its equity shares.
2. The restated unconsolidated summary statements are prepared by management of the Company from the
audited financial statements of the respective years, in accordance with the requirements of section 26 of
the Companies Act, 2013 (the Act) read with the Companies (Prospectus and Allotment of Securities)
Rules, 2014 (the Rules) and the requirements of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009 as amended (the Regulations), and have been
approved by the Companys board of directors on 27 July 2015.
3. We have examined the restated unconsolidated summary statements in accordance with:
(a) the terms of reference vide our engagement letter dated 15 July 2015 to carry out work on such
financial information included in the offer document of the Company in connection with its IPO;
and
(b) the Guidance Notes on Reports in Company Prospectus (Revised) issued by the Institute of
Chartered Accountants of India.
4. On the basis of our examination we are of the opinion that:
(a) the restated unconsolidated summary statement of assets and liabilities as at 31 March 2015, 31
March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 (Annexure I), read together with
notes on material adjustments (Annexure IV A) and with the related significant accounting
policies (Annexure IV B) and other notes on accounts (Annexure IV C), are on the basis of the
financial statements audited by us for the respective years after making such adjustments as are
required by the Regulations;
(b) the restated unconsolidated summary statement of profits and losses for the years ended 31 March
2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 (Annexure II), read
together with the notes on material adjustments (Annexure IV A) and with the related significant
accounting policies (Annexure IV B) and other notes on accounts (Annexure IV C), are on the
basis of the financial statements audited by us for the respective years after making such
adjustments as are required by the Regulations;
(c) the restated unconsolidated summary statement of cash flows for the years ended 31 March 2015,
31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 (Annexure III), read together
with the notes on material adjustments (Annexure IV A) and with the related significant
adjustments as are required by the Regulations; and
194
(d) do not contain any extraordinary items that need to be disclosed separately other than those
presented in the restated unconsolidated summary statements and also do not contain any audit
qualifications requiring adjustment.
Other financial information
5. We have also examined the following financial information proposed to be included in the offer
document:
(a) Restated unconsolidated statement of share capital (Annexure V)
(b) Restated unconsolidated statement of reserves and surplus (Annexure VI)
(c) Restated unconsolidated statement of long-term borrowings (Annexure VII)
(d) Restated unconsolidated statement of deferred tax (Annexure VIII)
(e) Restated unconsolidated statement of other long-term liabilities and long-term provisions
(Annexure IX)
(f) Restated unconsolidated statement of short-term borrowings and current maturities of long-term
borrowings (Annexure X)
(g) Restated unconsolidated statement of trade payables, other current liabilities and short-term
provisions (Annexure XI)
(h) Restated unconsolidated statement of investments (Annexure XII)
(i) Restated unconsolidated statement of long-term loans and advances (Annexure XIII)
(j) Restated unconsolidated statement of current investments (Annexure XIV)
(k) Restated unconsolidated statement of trade receivables (Annexure XV)
(l) Restated unconsolidated statement of unbilled revenue, cash and bank and short-term loans and
advances (Annexure XVI)
(m) Restated unconsolidated statement of other income (Annexure XVII)
(n) Restated unconsolidated statement of other expenses (Annexure XVIII)
(o) Restated unconsolidated statement of finance cost (Annexure XIX)
(p) Restated unconsolidated statement of provision for taxes (Annexure XX)
(q) Restated unconsolidated statement of contingent liabilities (Annexure XXI)
(r) Restated unconsolidated statement of related parties (Annexure XXII)
(s) Statement of restated unconsolidated accounting ratios (Annexure XXIII)
(t) Restated unconsolidated capitalisation statement (Annexure XXIV)
(u) Restated unconsolidated statement of dividend paid (Annexure XXV)
(v) Restated unconsolidated tax shelter statement (Annexure XXVI)
6. In our opinion, the other financial information read with the notes on material adjustments (Annexure IV
A) and with the significant accounting policies (Annexure IV B) are prepared in accordance with the
requirements of the Act and of the Regulations.
7. This report should not in any way be construed as a reissuance or re-dating of any of the previous reports
issued by us nor should it be construed as a new opinion on any of the financial statements referred to
herein.
195
8. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.
9. This report is intended solely for your information and for inclusion in the offer document in connection
with the proposed IPO of the Company and is not to be used, referred to or distributed for any other
purpose without our written consent.
Sharp & Tannan

Firms registration no. 109982W
by the hand of
Firdosh D. Buchia
Partner
Membership no. 038332
Mumbai
27 July 2015
196
ANNEXURE I : RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF ASSETS AND

LIABILITIES
` Million
Particulars Annexures As at 31 March
2015 2014 2013 2012 2011
Shareholders' funds
Share capital V 161.25 161.25 161.25 161.25 161.25
Reserves and surplus VI 19,093.28 14,522.83 12,168.69 10,116.06 11,003.34
Total equity 19,254.53 14,684.08 12,329.94 10,277.31 11,164.59
Long-term borrowings VII 138.89 266.29 361.90 452.22 -
Deferred tax liabilities (net) VIII 76.84 180.34 - - -
Other long-term liabilities IX 538.35 729.11 1,256.88 2,022.19 815.66
Long-term provisions IX 103.71 131.06 94.30 51.25 36.23
857.79 1,306.80 1,713.08 2,525.66 851.89
Current liabilities
Short-term borrowings X 1,897.48 673.84 1,582.93 1,976.84 2,378.47
Current maturities of long- term X 138.89 133.14 120.63 56.53 -
borrowings
Trade payables XI 2,528.52 2,255.70 1,891.40 1,720.74 1,719.29
Other current liabilities XI 1,599.53 3,632.68 2,472.89 1,652.98 745.40
Short-term provisions XI 2,791.97 2,371.85 1,782.82 1,604.69 2,118.98
8,956.39 9,067.21 7,850.67 7,011.78 6,962.14
TOTAL EQUITY AND 29,068.71 25,058.09 21,893.69 19,814.75 18,978.62

LIABILITIES
ASSETS
Non-current assets
Fixed assets
Tangible assets 2,617.02 2,610.36 2,225.54 2,170.15 1,662.76
Intangible assets 755.47 332.21 316.14 301.47 253.84
3,615.49 3,448.97 3,324.89 2,756.02 2,113.34
Non-current investments XII 3,953.11 3,146.15 4,019.29 4,037.28 4,077.67

Deferred tax assets (net) VIII - - 57.93 20.29 57.48
Long-term loans and advances XIII 2,387.26 2,534.84 1,931.57 1,355.39 1,783.75
9,955.86 9,129.96 9,333.68 8,168.98 8,032.24
Current assets
Current investments XIV 622.32 1,402.11 217.30 355.59 1,030.75
Trade receivable XV 10,314.39 8,495.82 7,233.99 6,266.71 4,661.99
Unbilled revenue XVI 1,434.59 1,064.61 1,014.02 821.66 1,142.06
Cash and bank XVI 1,334.34 1,455.40 1,135.87 1,229.35 1,312.75
Short-term loans and advances XVI 5,407.21 3,510.19 2,958.83 2,972.46 2,798.83
19,112.85 15,928.13 12,560.01 11,645.77 10,946.38
TOTAL ASSETS 29,068.71 25,058.09 21,893.69 19,814.75 18,978.62
197
SHARP & TANNAN
Firms Registration No.109982W
By the hand of
Firdosh D. Buchia
Partner
Place : Mumbai
Date : July 27, 2015
198
ANNEXURE II : RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF PROFITS AND

LOSSES
` Million
Particulars Annexures 2014-15 2013-14 2012-13 2011-12 2010-11
Income
Other income XVII 887.80 (810.92) 167.35 89.99 710.09
Total income 48,331.83 45,628.48 36,301.56 29,685.54 23,547.50
Expenses
Employee benefit expenses XVIII 28,064.72 26,456.57 21,085.73 17,700.80 14,153.66
Operating expenses XVIII 4,605.35 4,207.52 2,877.76 2,233.79 1,928.47
Sales, administration and other expenses XVIII 5,224.97 5,123.26 4,125.00 3,466.23 3,091.93
37,895.04 35,787.35 28,088.49 23,400.82 19,174.06
Finance cost XIX 104.18 297.69 197.67 358.03 92.56
1,011.48 980.60 820.14 923.87 687.55
Profit before extraordinary items and 9,425.31 8,860.53 7,392.93 5,360.85 3,685.89
tax
Profit from continuing operations 9,425.31 8,282.58 6,625.04 5,360.85 3,685.89
before tax
Current tax XX 1,602.82 1,650.04 1,621.05 1,276.01 603.04
Deferred tax 92.87 238.27 (37.65) 37.19 (46.31)
1,695.69 1,888.31 1,583.40 1,313.20 556.73
Profit from continuing operations after 7,729.62 6,394.27 5,041.64 4,047.65 3,129.16
tax
Profit from discontinued operations IV C (9) - 577.95 767.89 - -

before tax
Tax expense for discontinued operations
Current tax XX - 127.05 193.83 - -
Profit from discontinued operations - 450.90 574.06 - -
after tax
Extraordinary item (net of tax) IV C (9) - 2,177.88 - - -

adjustments
Restatement adjustment:
Amortisation of cost of long-term IV A 6.35 9.52 (15.87) 11.62 33.08

projects
restated
Extraordinary item (net of tax) as - 2,177.88 - - -
restated
199
SHARP & TANNAN
By the hand of
Firdosh D. Buchia
Partner
Place : Mumbai
200
ANNEXURE III : RESTATED UNCONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
` Million
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Net profit before tax as restated 9,431.66 8,870.05 7,377.06 5,372.47 3,718.97
Adjustments for:
Depreciation and amortisation 907.30 682.91 622.47 565.84 594.99
Interest (net) 38.23 10.34 45.54 29.67 (1.99)
Operating profit before working 9,702.53 8,965.58 7,264.97 5,538.69 3,826.30
capital changes

Increase/(decrease) in trade & other 1,016.45 1,333.56 390.03 160.16 1,112.49
payables
(Increase)/decrease in working (1,254.83) (701.29) (394.88) (1,256.84) (400.77)
capital

Net cash from operating activities 5,804.69 6,130.87 4,829.20 3,249.53 2,685.37

Purchase of fixed assets (1,114.24) (957.94) (1,244.81) (1,232.17) (907.94)
(Purchase)/sale of current 899.41 (1,124.33) 242.76 797.97 615.75
investments(net)
Disinvestment in subsidiary - 1,202.97 - - -
Investment in subsidiaries (806.96) (329.83) (2.01) - (2,806.32)
Net cash used in investing activities (978.81) (970.55) (906.01) (359.97) (2,976.46)
before extra ordinary items
Extraordinary Items
Proceeds from sale of PES buisness - 3,796.97 - - -
(net)
Loss on winding up of subsidiary - (1,202.97) - - -
Net cash from investing activities (978.81) 1,623.45 (906.01) (359.97) (2,976.46)
after extra ordinary items

Proceeds from/(repayment) of 1,040.09 (984.57) (445.38) 64.28 1,947.66
borrowings
Interest paid (56.22) (94.52) (87.23) (76.85) (62.89)
Dividend paid (4,805.25) (5,514.75) (3,031.50) (2,547.75) (1,515.75)
Net cash from financing activities (4,946.94) (7,434.79) (4,016.67) (2,972.96) 64.13
201
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Net increase in cash and cash (121.06) 319.53 (93.48) (83.40) (226.96)
equivalents
Cash and cash equivalents at 31 1,455.40 1,135.87 1,229.35 1,312.75 1,539.71
March of previous year
Cash and cash equivalents at 31 1,334.34 1,455.40 1,135.87 1,229.35 1,312.75
March
Notes:
1. Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard
(AS) 3 : Cash Flow Statements as specified in the Companies (Accounting Standards) Rules, 2006.
2. Purchase of fixed assets includes movements of capital work-in-progress between the beginning and end of
the year.
3. Cash and cash equivalents represent cash and bank balances.
4. Bank balances include revaluation loss/(gain) as follows:
` Million
Year 2014-15 2013-14 2012-13 2011-12 2010-11
Revaluation loss/ (gain) (3.44) (75.62) (40.81) (86.91) (16.30)

SHARP & TANNAN
By the hand of
Firdosh D. Buchia
Partner
Place : Mumbai
202
Annexure IV : Notes to restated unconsolidated summary financial statements
Annexure IV A : Notes on material adjustments
(a) Change in accounting policy
The cost incurred on long term projects mainly comprise of legal and employee related costs to secure
long term projects. The Company was amortising the cost over the period of two years from the year in
which it was incurred. The Company revised its accounting policy for amortisation of cost incurred for
long term projects and the same is charged to the statement of profit and loss in the year in which it was
incurred for more appropriate presentation of financial statements. Consequently in restated financial
statement, the Company has debited ` 44.71 Mn to opening profit and loss as on 1 April 2010. Further,
the Company has credited ` 33.08 Mn for the year ended 31 March 2011, ` 11.62 Mn for the year
ended 31 March 2012, debited ` 15.87 Mn for the year ended 31 March 2013, credited ` 9.52 for the
year ended 31 March 2014 and ` 6.35 Mn for the year ended 31 March 2015, to respective restated
statement of profit and loss.
Annexure IV B: Significant accounting policies
1. Preparation of financial statements
The restated unconsolidated financial statements are prepared from the audited financials of the years
ending 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011, in
accordance with the requirements of section 26 of the Companies Act, 2013 (the Act) read with
Companies (Prospectus and Allotment Securities) Rules, 2014 (the Rules) and the requirements of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation,
2009 as amended (the Regulations).
2. Revenue recognition
a) Revenue from contracts priced on time and material basis are recognised when services are rendered
and related costs are incurred.
Revenue from services performed on fixed-price basis is recognised using the proportionate
completion method.
Unbilled revenue represents value of services performed in accordance with the contract terms but not
billed.
b) Other income
i. Interest income is accrued at applicable interest rate.
ii. Dividend income is accounted in the period in which the right to receive the same is
established.
iii. Other items of income are accounted as and when the right to receive arises.
3. Employee benefits
a) Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the service are classified
as short- term employee benefits. The benefits like salaries, wages, short term compensated absences
and performance incentives are recognised in the period in which the employee renders the related
service.
b) Post-employment benefits
i) Defined contribution plan:
203
The Companys superannuation fund and state governed provident fund scheme are classified
as defined contribution plans. The contribution paid / payable under the schemes is recognised
during the period in which the employee renders the related service.
ii) Defined benefit plans:
The provident fund scheme managed by trust, employees gratuity fund scheme managed by
LIC and post-retirement medical benefit scheme are the Companys defined benefit plans.
Wherever applicable, the present value of the obligation under such defined benefit plans is
determined based on actuarial valuation using the Projected Unit Credit Method, which
recognises each period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligation.
The obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined benefit
plans, is based on the market yields on government bonds as at the balance sheet date, having
maturity periods approximating to the terms of related obligations. Actuarial gains and losses
are recognised immediately in the statement of profit and loss. In case of funded plans, the fair
value of the plan assets is reduced from the gross obligation under the defined benefit plans to
recognise the obligation on net basis.
Gains or losses on the curtailment or settlement of any defined benefit plan are recognised
when the curtailment or settlement occurs. Past service cost is recognised as expense on a
straight-line basis over the average period until the benefits become vested.
(iii) Long-term employee benefits:
The obligation for long-term employee benefits like long-term compensation absences is
recognised in the similar manner as in the case of defined benefit plans as mentioned in (b) (ii)
above.
4. Fixed assets
Tangible
Fixed assets are stated at cost less accumulated depreciation.
Intangible
Computer software and internally developed software is capitalised at cost.
5. Investments
Long-term investments are stated at cost, less provision for other than temporary diminution in value, if
any. Current investments are stated at the lower of cost or market value, determined on the basis of
specific identification.
6. Leases
Finance lease
Assets acquired under leases where the Company has substantially all the risks and rewards of
ownership are classified as finance leases. Such assets are capitalised at the inception of the lease at the
lower of the fair value and the present value of minimum lease payments and a liability is created for
an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so
as to obtain a constant periodic rate of interest on the outstanding liability for each period.
Operating lease
Assets acquired under lease where a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases. Lease rentals are charged to the statement of
profit and loss on accrual basis.
204
7. Depreciation
Tangible - owned assets
For the year ending 31 March 2015, depreciation on assets has been provided based on useful life
prescribed in schedule II to the Companies Act, 2013 except for the leasehold improvements which is
depreciated over the lease period.
For the years ending 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011, depreciation
on all assets is calculated using straight line method at rates prescribed by schedule XIV to the
Companies Act, 1956 from time to time except for the following:
Plant and machinery 4.75%-20%
Computers 25-30%
Servers 25%
Furniture and fixtures 10%
Office equipments 20%-33.33%
Motor cars 14.14%
Tangible - leased assets
Assets acquired under finance leases are depreciated at the rates applicable to similar assets owned by
the Company as there is reasonable certainty that the Company shall obtain ownership of the assets at
the end of the lease term.
Leasehold land Over the residual period of the lease
Intangible assets
The basis of amortisation of intangible assets is as follows:
Computer software 33.33%
Intellectual property rights (IPR) 33.33%
Business rights Over a period of five years
Depreciation / amortisation on additions / disposals are calculated pro-rata from / to the month of
additions / disposals.
8. Investment
Trade investments comprise investments in subsidiary companies.
Investments, which are readily realisable and are intended to be held for not more than one year from
the date of acquisition, are classified as current investments. All other investments are classified as
long-term investments.
9. Employee stock ownership schemes
In respect of stock options granted pursuant to the Companys stock option schemes, the excess of fair
value of the share over the exercise price of the option is treated as discount and accounted as
employee compensation cost over the vesting period.
10. Foreign currency transactions
a) Foreign currency transactions are initially recorded at the rates prevailing on the date of the
transaction. At the balance sheet date, foreign currency monetary items are reported using the
205
closing rate. Non-monetary items which are carried at historical cost denominated in foreign
currency are reported using the exchange rate at the date of the transaction.
Translation of foreign currency transaction of overseas branches is as under:
Revenue items at the average rate for the period;
Fixed assets and investments at the rates prevailing on the date of the transaction; and
Other assets and liabilities at year end rates
Exchange difference on settlement / year end conversion is adjusted to statement of profit and
loss.
b) Forward contracts other than those entered into to hedge foreign currency risk on unexecuted
firm commitments or of highly probable forecast transactions, are treated as foreign currency
transactions and accounted accordingly. Exchange differences arising on such contracts are
recognised in the period in which they arise and the premium paid / received is accounted as
expense / income over the period of the contract. Profit or loss on such forward contracts is
accounted as income or expense for the period.
c) All the other derivative contracts, including forward contracts entered into to hedge foreign
currency risks on unexecuted firm commitments and highly probable forecast transactions are
recognised in the financial statements at fair value as on the balance sheet date. In pursuance
of the announcement of the Institute of Chartered Accountants of India (ICAI) dated March
29, 2008 on accounting of derivatives, the Company has adopted Accounting Standard 30 for
applying the test of hedge effectiveness of the outstanding derivative contracts. Accordingly,
the resultant gains or losses on fair valuation of such contracts are recognised in the statement
of profit and loss or balance sheet as the case may be.
11. Taxes on income
Tax on income for the current period is determined on the basis of taxable income and tax credits
computed in accordance with the provisions of the Income-tax Act, 1961 and based on the expected
outcome of assessments/appeals.
Deferred tax is recognised on timing differences between the income accounted in financial statements
and the taxable income for the year, and quantified using the tax rates and laws enacted or
substantively enacted as on the balance sheet date.
Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets
can be realised.
12. Borrowing costs
Borrowing costs include interest, commitment charges, finance charges in respect of assets acquired on
finance lease and exchange differences arising from foreign currency borrowings, to the extent they are
regarded as an adjustment to interest costs.
13. Provisions, contingent liabilities and contingent assets
Provisions are recognised for liabilities that can be measured only by using a substantial degree of
estimation, if
a) the Company has a present obligation as a result of a past event;
b) a probable outflow of resources is expected to settle the obligation; and
c) the amount of the obligation can be reliably estimated
Reimbursement expected in respect of expenditure required to settle a provision is recognised only

when it is virtually certain that the reimbursement will be received.
206
Contingent liability is disclosed in the case of
a) a present obligation arising from a past event when it is not probable that an outflow of
resources will be required to settle the obligation; or
b) a possible obligation unless the probability of outflow of resources is remote.
Contingent assets are neither recognised nor disclosed.
Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
14. Segment accounting
Segment accounting policies are in line with the accounting policies of the Company. In addition, the
following specific accounting policies have been followed for segment reporting:
i. Segment revenue includes sales and other income directly identifiable with/allocable to the
segment.
ii. Expenses that are directly identifiable with/allocable to segments are considered for
determining the segment result. Expenditure which relate to the Company as a whole and not
allocable to segments are included under unallocable corporate expenditure.
iii. Income which relates to the Company as a whole and not allocable to segments is included in
unallocable corporate income.
iv. Fixed assets used and liabilities contracted for performing the Companys business have not
been identified to any of the above reported segments as the fixed assets and services are used
interchangeably among segments.
15. Cash flow statement
Cash flow statement is prepared segregating the cash flows from operating, investing and financing
activities. Cash flow from operating activities is reported using indirect method. Under the indirect
method, the net profit is adjusted for the effects of:
i. transactions of a non-cash nature
ii. any deferrals or accruals of past or future operating cash receipts or payments; and
iii. items of income or expense associated with investing or financing cash flows.
Cash and cash equivalents (including bank balances) are reflected as such in the cash flow statement.
Annexure IV C : Other notes on accounts:
1. Estimated amount of contracts remaining to be executed on capital account (net of advances) and not
provided for are as follows:
` Million
As at 31-03- As at 31-03- As at 31-03- As at 31-03- As at 31-03-
2015 2014 2013 2012 2011
Estimated 310.76 269.43 167.44 234.59 230.48
amount
2. In line with the Companys financial risk management policy, financial risks relating to changes in the
exchange rates, are hedged by using a combination of forward and options contracts, besides the
natural hedges. The loss on fair valuation of the derivative contracts which are designated and are
effective as hedges, has been accounted in retained earnings in balance sheet as follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Loss on fair 366.96 2,923.11 2,694.38 2,663.11 658.42
207
2014-15 2013-14 2012-13 2011-12 2010-11
valuation
The loss/(gain) on settlement of the options/forwards is recognised in statement of profit and loss is as
follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Loss/(gain) on (243.04) 1,839.30 747.27 1,074.47 (179.27)
settlement
The particulars of derivative contracts entered into for hedging foreign currency risks outstanding as at
March 31, are as under:
` Million
Sr. Category of derivative Notional amount
instruments As at 31- As at 31- As at 31- As at 31- As at 31-
03- 2015 03-2014 03- 2013 03 2012 03-2011
a) Forward contracts for 58,583.85 29,493.37 34,906.68 24,887.27 16,516.52
receivables
b) Option contracts - 480.00 1,954.26 3,663.00 5,351.40
Un-hedged foreign currency exposures are as under:
` Million
Sr. Un-hedged foreign currency As at 31- As at 31- As at 31- As at 31- As at 31-
exposures 03- 2015 03-2014 03- 2013 03 2012 03-2011
1 Receivables including firm 30,001.71 49,989.21 36,877.48 41,528.92 24,612.73
commitments and highly
probable forecast transactions
2 Payables including firm 24,474.66 33,388.42 30,283.47 28,868.62 18,455.74
3. The Company has made provision, as required under the applicable law or accounting standard for
material foreseeable losses on long term derivative contracts.
4. Expenditure in foreign currency:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Overseas staff costs 16,661.19 15,464.68 11,471.24 9,473.58 7,366.85
Foreign travel 305.56 330.67 224.57 109.91 71.75
Agency commission 0.62 1.45 1.78 6.13 -
Subcontracting expenses 2,923.75 3,010.64 2,103.93 1,472.05 1,180.16
Overseas office expenses including 1,928.01 1,638.26 1,147.66 890.33 759.77
(others)
Total 21,819.13 2,0445.70 14,949.18 11,952.00 9,378.53
5. Earnings in foreign currency:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Software exports 45,368.13 44,148.43 34,015.81 27,838.75 21,336.69
Other income 27.32 8.71 21.69 53.71 501.91
Total 45,395.45 44,157.14 34,037.50 27,892.46 21,838.60
208
6. Leases
Finance leases
In accordance with Accounting Standard 19 Leases issued by the Institute of Chartered Accountants
of India, the assets acquired under finance leases on or after April 1, 2001 are capitalised and a loan
liability is recognised for an equivalent amount. Consequently depreciation is provided on such leases.
Lease rentals paid are allocated to the liability and the interest is charged to statement of profit and loss.
Operating leases
The Company has taken employee used cars under non-cancellable operating leases. The rental
expense in respect of operating leases and the future rentals payable are as follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Rental expense of operating lease 1.21 19.49 26.89 23.92 39.05
Minimum lease payments
- Payable not later than 1 year 0.16 0.99 10.62 21.41 51.21
- Payable after 1 year but not later - 0.08 1.56 11.98 38.90
than 5 years
Total 0.16 1.07 12.18 33.39 90.11
7. Segmental reporting
The Company had 3 business segments. Services cluster includes Banking & Financial services,
Insurance, Media & Entertainment, Travel & Logistics and Healthcare. Industrials cluster includes Hi
Tech and Consumer Electronics, Consumer, Retail & Pharma, Energy & Process, Automobile &
Aerospace, Plant Equipment & Industrial Machinery, Utilities and Engineering & Construction.
Telecom segment refers to Product Engineering Services (PES) which is a part of discontinued
business (refer annexure IV C (9)). The Company has presented its segment results accordingly.
(i) Revenues represented along industry classes comprise the primary basis of segmental
information set out in these financial statements. The revenue and operating profit by segment
is as under:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Revenue
Services cluster 24,468.34 20,191.11 15,564.56 12,635.40 9,683.65
Industrials cluster 22,975.69 22,577.48 16,380.09 13,421.46 10,037.65
Telecom - 3,670.81 4,189.56 3,538.69 3,116.11
Revenue from Operations 47,444.03 46,439.40 36,134.21 29,595.55 22,837.41
Segmental profit
Telecom - 870.02 1,256.94 1,053.59 700.82
Segmental operating profit 11,487.96 12,710.07 10,303.02 8,775.94 5,987.36
Unallocable expenses (net) 1,938.97 2,058.02 2,257.30 2,581.21 2,324.01
Other income 887.80 (810.92) 167.35 89.99 710.09
Finance cost 104.18 297.69 197.67 358.03 92.56
Depreciation 659.89 502.68 452.77 408.07 385.29
Profit before extraordinary 9,425.31 8,860.53 7,392.93 5,360.85 3,685.89
items and tax
Restatement adjustments 6.35 9.52 (15.87) 11.62 33.08
Restated profit before 9,431.66 8,870.05 7,377.06 5,372.47 3,718.97
extraordinary items and tax
209
(ii) Segmental reporting of revenues on the basis of the geographical location of the customers is as under:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Continuing Discontinued Total Continuing Discontinued Total
business business business business
North 32,024.48 28,188.42 1,741.53 29,929.95 21,805.83 1,782.00 23,587.83 20,006.20 15,377.83
America
Europe 8,839.21 8,931.63 183.73 9,115.36 6,096.46 128.92 6,225.38 4,648.99 3,400.75
Asia Pacific 1,198.13 1,155.89 982.37 2,138.26 825.45 1,398.26 2,223.71 1,832.37 1,543.64
India 2,075.90 1,530.53 760.45 2,290.98 1,248.95 869.45 2,118.40 1,756.79 1,500.73
Rest of the 3,306.31 2,962.12 2.73 2,964.85 1,967.96 10.93 1,978.89 1,351.20 1,014.46
world
Revenue 47,444.03 42,768.59 3,670.81 46,439.40 31,944.65 4,189.56 36,134.21 29,595.55 22,837.41
from
Operations
Fixed assets used and liabilities contracted for performing the Companys business have not been identified to any of the above reported segments as the
fixed assets and services are used interchangeably among segments.
210
8. Based on the information and records available with the Company, there are no amounts payable to
micro and small enterprises as defined in the Micro, Small and Medium Enterprises Development Act,
2006.
9. As part of business restructuring undertaken within Larsen & Toubro Group, it was decided to
consolidate the engineering services businesses under a separate subsidiary of Larsen & Toubro
Limited, called L&T Technology Services Limited (LTTSL). Pursuant to this, the Company initiated
and completed the transfer of its Product Engineering Services (PES) Business Unit to LTTSL
effective 1 January, 2014. The PES business was transferred by way of slump sale for total purchase
consideration of ` 4,895.27 Mn based on fair valuation carried out by external chartered accountants.
The purchase consideration was determined based on the Discounted Cash Flow (DCF) method of
valuation of business. GDA Technologies Inc., USA (GDA Inc.), a wholly owned subsidiary of Larsen
& Toubro Infotech Limited was a part of PES business with synergy in terms of the end customers they
serve, primarily the semiconductor companies. Over last few years, the performance of GDA Inc. was
affected due to the recession which impacted the end customers resulting in falling revenues and
operational losses. Subsequent to the transfer of PES business, it was therefore decided to wind up this
subsidiary. Accordingly, certain IP (Intellectual properties) owned by GDA Inc. were transferred to
LTTSL at a fair valuation carried out by external chartered accountants.
The Indian subsidiary of GDA Inc. called GDA Technologies Limited, India was taken over by Larsen
& Toubro Infotech Limited based on fair valuation carried out by external chartered accountants.
Consequently GDA Inc. was wound up in USA with effect from 28 March 2014.
The following assets and liabilities have been transferred to L&T Technology Services Limited:
` Million
Tangible assets 76.61
Intangible assets 26.47
Long term loans and advances 90.45
Current assets 1,126.04
Current liabilities and provisions (479.64)
Net current assets 646.40
Total assets transferred 839.93

Less:
Other long term liabilities 130.34
Hedging reserve (389.15)
Net assets transferred 1,098.74
The results of discontinued business are as under:
` Million
For the period April FY 2012-13
2013-Dec 2013
Total revenues 3,670.81 4,189.56
Total expenses (3,092.86) (3,421.67)
Profit before taxes 577.95 767.89
Income taxes (127.05) (193.83)
Profit after tax 450.90 574.06
Extra -ordinary item
The above has given rise to extraordinary items being recognised in the financial statements for the
year ended 31 March 2014.
` Million
i) Profit on sale of PES business unit to L&T Technology Services Limited 3,796.97
ii) Capital loss arising from disinvestment and winding up of the wholly owned (1,202.97)
211
subsidiary GDA Technologies Inc, USA
iii) Extra-ordinary gain 2,594.00
iv) Capital gains tax on extraordinary items (416.12)
v) Extra-ordinary gain (net of tax) 2,177.88
10(i) During the year ended 31 March, 2011, the Company entered into an agreement with Citigroup Fund
Services Canada (CFSC) Inc. to purchase its business of providing Information Technology platform.
With this transaction, the Company acquired the IT platform to bolster its ability to provide end -to-end
technology services to its clients. To give effect to this acquisition, a wholly owned subsidiary "CF
L&T FTServ Financial Technologies Services Inc." was incorporated by CFSC Inc. under Canada
Business Corporation Act and the company acquired 100% stake in the same for total cash
consideration of ` 2,806.32 Mn on 1 January,2011. After acquisition the name of the company has
been changed to "L&T Infotech Financial Services Technologies Inc."
10(ii) The Company has acquired equity share capital of Larsen And Toubro Infotech South Africa
(Proprietary) Limited on 25 July 2012.
10(iii) The Company has formed a new entity L&T Information Technology Services (Shanghai) Co.
Limited in Peoples Republic of China on 28 June 2013. Investment in this entity is not denominated
in number of shares as per laws of the Peoples Republic of China.
10(iv) On October 16, 2014, the Company acquired entire share capital of Information Systems Resource
Centre Private Limited (ISRC), thereby making it a wholly owned subsidiary. ISRC is engaged in
software services with respect to application development, information technology support and
maintenance services to OTIS Elevator Company Inc. (OTIS) and certain other group companies of
OTIS, which are part of United Technologies Corporation (UTC) group. The Company believes that
acquisition will strengthen its relationship with UTC group. The acquisition was executed through a
share purchase agreement for a consideration of ` 806.96 Mn.
The Board of Directors of the Company and ISRC have approved the scheme of amalgamation of
ISRC with the Company on October 17, 2014 and December 04, 2014, respectively, with October 17,
2014 as the appointed date. Accordingly, a petition for sanctioning the scheme of amalgamation has
been filed with the Honble High Court of Judicature at Bombay and approval from Honble High
Court is awaited.
212
Annexure V: Restated unconsolidated statement of share capital
` Million
As at 31-03- As at 31-03- As at 31-03- As at 31-03- As at 31-
2015 2014 2013 2012 03-2011
(a) Authorised : 163.75 163.75 163.75 163.75 163.75

32,750,000 equity shares of ` 5
each
Issued, paid up and subscribed
32,250,000 equity shares for ` 161.25 161.25 161.25 161.25 161.25
5 each
EQUITY SHARE CAPITAL 161.25 161.25 161.25 161.25 161.25
The Company has split shares of face value of ` 5 to face value of ` 1 on 22 June 2015.
(b) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of ` 5 per share. Each holder of
equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian
rupees.
The amount of interim dividend distributed to equity shareholder was as follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Dividend per share 149 171 94 79 47
(c) Shareholders holding more than 5% of equity shares as at the end of the year:
All the equity shares are held by Larsen & Toubro Limited, the holding company
(d) Reconciliation of the number of equity shares & share capital
There was no movement in the number of equity shares during these five years.
(e) Shares reserved for issue under options outstanding as at the end of the year on un-issued share
capital :
Particulars As at 31- As at 31- As at 31- As at 31- As at 31-

03-2015 03-2014 03-2013 03-2012 03-2011
Exercise Number of equity shares of face value of ` 5 to be issued as fully
Price paid
#Employee stock 25 393,003 393,003 393,003 393,003 393,003
options granted and 10 1,873,467 1,880,484 2,155,197 2,179,953 2,203,092
outstanding under
Employee Stock
Ownership Scheme
ESOS Plan
Employees Stock $12 90,100 90,100 90,100 90,100 83,700
Ownership Scheme
2006 U.S. Stock
Option Sub-Plan
(Sub-Plan)
# Refer annexure no. V (h) (1)
(f) The aggregate number of equity shares allotted as fully paid up by way of bonus shares in immediately
preceding five years ended March 31, 2015 are Nil.
213
(g) The aggregate number of equity shares issued pursuant to contract, without payment being received in
cash in immediately preceding five years ended March 31, 2015 Nil.
(h) Stock option plans
1. Employee Stock Ownership Scheme (ESOS Plan)
Under the Employee Stock Ownership Scheme (ESOS), options outstanding are as follows:
Year As at 31-03- As at 31-03- As at 31-03- As at 31-03- As at 31-03-

2015 2014 2013 2012 2011
Number of 2,266,470 2,273,487 2,548,200 2,572,956 2,596,095
options
The grant of options to the employees under ESOS is on the basis of their performance and other
eligibility criteria. Each option entitles the holder to exercise the right to apply for and seek allotment
of one equity share of ` 5 each.
All vested options can be exercised on the first exercise date as may be determined by the
Compensation Committee prior to date of IPO. The details of the grants under the aforesaid scheme are
summarised below:-
ESOP Series I,II & III

2014-15 2013-14 2012-13 2011-12 2010-11
1 Grant price (`) 25 25 25 25 25
2 Options granted and 393,003 393,003 393,003 393,003 393,003
outstanding at the
beginning of the year
3 Options granted during the - - - - -
year
4 Options cancelled/ lapsed - - - - -
during the year
5 Options exercised and - - - - -
shares allotted during the
year
6 Options granted and 393,003 393,003 393,003 393,003 393,003
outstanding at the end of
the year of which -
Options vested 393,003 393,003 393,003 393,003 393,003
Options yet to vest - - - - -
ESOP Series IV-XXI

2014-15 2013-14 2012-13 2011-12 2010-11
1 Grant price (`) 10 10 10 10 10
2 Options granted and 1,880,484 2,155,197 2,179,953 2,203,092 2,191,456
outstanding at the
3 Options granted during the - - - - 35,000
year
4 Options cancelled/ lapsed 7,017 274,713 24,756 23,139 23,364
during the year
5 Options exercised and - - - - -
shares allotted during the
year
6 Options granted and 1,873,467 1,880,484 2,155,197 2,179,953 2,203,092
outstanding at the end of
the year of which -
Options vested 970,917 970,917 970,917 970,917 970,917
Options yet to vest 902,550 909,567 1,184,280 1,209,036 1,232,175
214
2. Employees Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan (Sub-Plan)
The Company had instituted the Employees Stock Ownership Scheme 2006 U.S. Stock Option Sub-
Plan (Sub-Plan) for the employees and Directors of its erstwhile subsidiary, GDA Technologies, Inc,
USA. The term of option was 5 years from the date of grant. As per vesting schedule, the options had
to vest over a period of five years, subject to fulfilment of certain conditions specified in the respective
non-statutory stock option agreement. Each option entitles the holder to exercise the right to apply for
and seek allotment of one equity share of ` 5 each at an exercise price of USD 12 per share. Under the
said plan, options granted, outstanding and vested as at the end of the year are as follows:
Year 2014-15 2013-14 2012-13 2011-12 2010-11

Number of options 90,100 90,100 90,100 90,100 83,700
With effect from 1 April 2010, all employees of GDA Technologies Inc. have been transferred to the
rolls of Larsen & Toubro Infotech Limited and deputed to GDA Technologies Inc. Hence the liability
towards stock option amounting to ` 27.70 Mn (` 23.22 Mn transferred to general reserve and ` 4.48
Mn was charged to statement of profit and loss) was created in the books in FY 2010-11.
3. Employees stock options granted and outstanding as at the end of the year on unissued share capital
represent options as follows:
Year 2014-15 2013-14 2012-13 2011-12 2010-11

Number of options 2,356,570 2,363,587 2,638,300 2,663,056 2,679,795
215
Annexure VI: Restated unconsolidated statement of reserves and surplus
` Million
As as 31- As at 31- As at 31- As at 31- As at 31-
03-2015 03-2014 03-2013 03-2012 03-2011
1. General reserve
As per last balance sheet 4,486.78 3,576.78 2,976.78 2,476.78 2,100.00
Less : ESOP liability of GDA - - - - 23.22
Technologies Inc. charged to general
reserve on transfer of employees to
payroll
Add : transferred from statement of - 910.00 600.00 500.00 400.00
profit and loss
4,486.78 4,486.78 3,576.78 2,976.78 2,476.78
2. Hedging reserve
Opening balance (2,923.11) (2,694.39) (2,663.11) (658.42) (595.85)
Deduction/(addition) during the year 2,556.15 (228.72) (31.28) (2,004.69) (62.57)
(366.96) (2,923.11) (2,694.39) (2,663.11) (658.42)
3. Security premium reserve 1,181.24 1,181.24 1,181.24 1,181.24 1,181.24
4. Profit and loss account
Opening balance 11,439.51 9,768.92 8,292.39 7,694.19 6,699.46
Add: profit for the year 7,735.97 9,032.57 5,599.83 4,059.27 3,162.24
Less: depreciation charged against 12.27 - - - -
retained earnings
Add : deferred tax charged against 2.17 - - - -
retained earnings
19,165.38 18,801.49 13,892.22 11,753.46 9,861.70
Less: appropriations
(a) General reserve - 910.00 600.00 500.00 400.00
(b) Interim dividend 4,805.25 5,514.75 3,031.50 2,547.75 1,515.75
(c) Tax on dividend 906.32 937.23 491.80 413.32 251.76
Balance to be carried forward 13,453.81 11,439.51 9,768.92 8,292.39 7,694.19
5. Employee stock options
outstanding
As per last balance sheet 338.41 338.41 338.74 339.07 278.68
Add : addition during the year - - - - 61.05
Less : deductions during the year - - 0.33 0.33 0.66
338.41 338.41 338.41 338.74 339.07
6. Deferred employee compensation
expense
As per last balance sheet - (2.27) (9.98) (29.52) (35.38)
Add : addition during the year - - - - (61.05)
Less : deductions during the year - (2.27) (7.71) (19.54) (66.91)
- - (2.27) (9.98 ) (29.52)
RESERVES AND SURPLUS 19,093.28 14,522.83 12,168.69 10,116.06 11,003.34
216
Annexure VII : Restated unconsolidated statement of long-term borrowings
` Million
As at 31- As at 31- As at 31- As at 31- As at 31-
03-2015 03-2014 03-2013 03-2012 03-2011
Long-term borrowings
Secured loans*
Term loans from bank 138.89 266.29 361.90 452.22 -
138.89 266.29 361.90 452.22 -
*Details of secured loans long term

Nature of term Rate of Repayment terms Prepayment Security offered
loan interest charges
External USD LIBOR Repayable in equal half-yearly No charges Secured against
commercial (3 months) + instalments of USD 1.11 million applicable on hypothecation of the
borrowings 2.5% each commencing from 19 prepayment Companys movable
(ECB) October 2012 and ending on 14 fixed assets
October 2016.
There are no long-term borrowings from related parties.
217
Annexure VIII : Restated unconsolidated statement of deferred tax
` Million
Deferred tax asset/(liability)
03 2015 03-2014 03 2013 03 2012 03-2011
Deferred tax liabilities
Depreciation / amortisation (15.34) 1.66 (0.29) (29.26) (41.66)
Gain on derivative transactions (304.09) - - - -
Branch profit tax (323.40) (234.68) - - -
Others - - (1.85) (2.48) (2.48)
Total (642.83) (233.02) (2.14) (31.74) (44.14)
Deferred tax assets
Provision for doubtful debts and advances 7.19 3.04 15.75 9.04 56.70
Provision for employee benefits 60.50 49.64 44.32 42.99 35.21
Loss on derivative transactions 498.30 - - - -
Others - - - - 9.71
Total 565.99 52.68 60.07 52.03 101.62
Net deferred tax assets/(liability) (76.84) (180.34) 57.93 20.29 57.48
Amount charged to statement of profit and loss 92.87 238.27 (37.65) 37.19 (46.31)
Amount charged to hedge reserve 194.21 - - - -
218
Annexure IX : Restated unconsolidated statement of other long-term liabilities and long-term provisions
(A) Other long-term liabilities
` Million
2015 2014 2013 2012 2011
Forward contract 447.46 673.91 1,170.19 1,955.48 768.69
payable
Other payables 90.89 55.20 86.69 66.71 46.97
538.35 729.11 1,256.88 2,022.19 815.66
(B) Long-term provisions
` Million
2015 2014 2013 2012 2011
Provisions for
employee benefits
Post retirement 103.71 88.63 90.69 42.10 36.23
medical benefits
Provision for - 42.43 3.61 9.15 -
interest rate
guarantee(PF)
103.71 131.06 94.30 51.25 36.23
219
Annexure X: Restated unconsolidated statement of short-term borrowings and current maturities of
long-term borrowings
(A) Short-term borrowings
` Million
2015 2014 2013 2012 2011
Secured loans*
Other loans from 600.00 - 828.65 1,232.71 589.33
banks
Unsecured loans
Other loans from 1,297.48 673.84 754.28 744.13 565.68
banks
Inter corporate - - - - 1,223.46
borrowings
1,897.48 673.84 1,582.93 1,976.84 2,378.47
` Million
*Details of secured loans short-term
Nature of term Amount Rate of interest Repayme Prepayme Security
loan outstandin nt terms nt charges offered
g as on 31
March
2015
Packing credit 100.00 9.5% Full None Secured
62.50 USD LIBOR (3 months) + amount against
0.3% payable on hypothecati
125.00 USD LIBOR (1 month) + maturity on of the
0.3% alongwith Companys
interest for movable
the period. accounts
312.5 USD LIBOR (6 month) + Prepayme receivable
0.2% nt charges
will be
subject to
Banks
discretion
Out of the total inter-company borrowings, ` 1,000 Mn is from holding company and balance ` 223.46
Mn is from GDA Technologies Limited. Except as on 31 March 2011, there are no short-term
borrowings from holding company (subsequently repaid). There are no borrowings from other related
parties.
(B) Current maturities of long-term borrowings
` Million
2015 2014 2013 2012 2011
Long-term
borrowings
Secured loans*
Term loans from bank 138.89 133.14 120.63 56.53 -
138.89 133.14 120.63 56.53 -
Refer annexure VII for security and other terms and conditions of the loan.
220
Annexure XI: Restated unconsolidated statement of trade payables, other current liabilities and short-
term provisions
(A) Trade payables
` Million
2015 2014 2013 2012 2011
Trade payables
Due to holding 174.23 190.79 583.19 358.64 507.76
company
Due to fellow - 117.68 -
subsidiaries
Due to others 2,354.29 1,947.23 1,308.21 1,362.10 1,211.53
2,528.52 2,255.70 1,891.40 1,720.74 1,719.29
(B) Other current liabilities
` Million
2015 2014 2013 2012 2011
Forward contract 89.22 2,289.49 1,642.22 985.59 167.70
payable
Interest accrued but 2.41 2.29 2.95 4.10
not due on
borrowings
Other payables 1,507.90 1,340.90 827.72 663.29 577.70
1,599.53 3,632.68 2,472.89 1,652.98 745.40
(C) Short-term provisions
` Million
2015 2014 2013 2012 2011
Provisions for
employee benefits
Gratuity 92.42 29.39 88.01 140.68 53.69
Compensated 453.57 393.89 330.37 267.13 233.61
absences
Post retirement 0.24 0.16 0.12 0.08 0.12
medical benefits
Others 2,235.04 1,765.02 1,353.62 1,186.10 938.51
2,781.27 2,188.46 1,772.12 1,593.99 1,225.93
Other provisions
Income-tax - 172.69 - - 882.35
Others* 10.70 10.70 10.70 10.70 10.70
Total 2,791.97 2,371.85 1,782.82 1,604.69 2,118.98
* Disclosure pursuant to Accounting Standard (AS) 29 Provisions, Contingent Liabilities and

Contingent Assets

2015 2014 2013 2012 2011
1 Provision for sales 4.00 4.00 4.00 4.00 4.00
tax
2 Provision for 6.70 6.70 6.70 6.70 6.70
others
Total provision 10.70 10.70 10.70 10.70 10.70
221
Nature of provisions:
i) Provision for sales tax pertains to claim made by the authorities on certain transaction of
capital nature for the year 2002-03.
ii) Provision for others represents liabilities relating to matters in dispute.
222
Annexure XII: Restated unconsolidated statement of investments
` Million
03-2015 03-2014 03-2013 03-2012 03-2011
Non-current investments
Trade investments
Long term investment in subsidiaries
1 fully paid equity share of Euro 25,000 in 1.14 1.14 1.14 1.14 1.14
Larsen & Toubro Infotech GmbH
100 fully paid equity shares of CAD 1 each in 6.61 6.61 6.61 6.61 6.61
Larsen & Toubro Infotech Canada Ltd.
10 Common Stock at no par value in GDA - - 1,202.97 1,202.97 1,202.97

Technologies Inc., USA*
168,197 equity shares of ` 10 each in GDA 323.00 323.00 0.24 0.24 0.24
Technologies Limited*
1,000,000, equity shares at no par value in 2,806.32 2,806.32 2,806.32 2,806.32 2,806.32
L&T Infotech Financial Services Technologies
Inc.**
332,350 equity shares at no par value 2.01 2.01 2.01 - -

Investment in Larsen And Toubro Infotech
South Africa (Proprietary) Limited**
Investment in L&T Information Technology 7.07 7.07 - - -

Services (Shanghai) Co. Limited**
3,500,000 equity shares of ` 10 each in 806.96 - - - -

Information Systems Resource Centre Private
Limited.**
Non trade investments

Investments in mutual funds - - - 20.00 60.39
Total non current investments 3,953.11 3,146.15 4,019.29 4,037.28 4,077.67
* Refer annexure IV C (9)
** Refer annexure IV C (10)
223
Annexure XIII: Restated unconsolidated statement of long-term loans and advances
` Million
2015 2014 2013 2012 2011
Considered good
Premia on forward contracts 874.90 768.15 823.03 479.04 1,001.23
Deposits 359.38 378.28 207.52 290.29 238.84
Capital advances 6.64 42.10 82.19 12.15 46.34
Advances recoverable in cash 1,146.34 1,346.31 818.83 573.91 497.34
or in kind
2,387.26 2,534.84 1,931.57 1,355.39 1,783.75
There are no long-term loans and advances given to related parties including directors and holding company.
224
Annexure: XIV : Restated unconsolidated statement of current investments
` Million
2015 2014 2013 2012 2011
Investment in mutual funds 622.32 1,402.11 217.30 355.59 1,030.75
Details of quoted investments
` Million
Particulars As at 31-03- As at 31-03- As at 31-03- As at 31-03- As at 31-03-
2015 2014 2013 2012 2011
Aggregate amount of quoted
current investments and
market value thereof;
Book value 622.32 1,402.11 217.30 355.59 1,030.78
Market value 623.96 1,420.45 218.65 362.10 1,030.75
225
Annexure: XV : Restated unconsolidated statement of trade receivables
` Million
2015 2014 2013 2012 2011
Trade receivables
Unsecured
Debts outstanding for a
period exceeding six months
Considered good 64.46 23.77 63.52 51.49 92.88
Considered doubtful 69.27 34.33 89.98 47.36 180.24
133.73 58.10 153.50 98.85 273.12
Other debts
Considered good
-Due from subsidiaries 195.22 86.53 453.43 82.12 117.57
Due from fellow subsidiaries 84.67 - 28.09 17.19 62.03
-Others 9,970.04 8,385.52 6,688.95 6,115.91 4,389.51
10,383.66 8,530.15 7,323.97 6,314.07 4,842.23
Less : Allowance for bad and (69.27) (34.33) (89.98) (47.36) (180.24)
doubtful debts
10,314.39 8,495.82 7,233.99 6,266.71 4,661.99
There are no receivables from holding company and directors.
226
Annexure XVI : Restated unconsolidated statement of unbilled revenue, cash and bank and short-term
loans and advances
(A) Unbilled revenue
Unbilled revenues comprise revenue recognised in relation to services performed in accordance with
contract terms but not billed.
(B) Cash and bank balances
` Million
Cash and Bank As at 31-03- As at 31-03- As at 31-03- As at 31-03- As at 31-03-
2015 2014 2013 2012 2011
Cash on hand 0.65 0.55 0.76 0.72 0.37
Balances with banks
- in current accounts
Overseas 650.14 751.22 591.42 607.63 376.09
Domestic 217.48 231.52 18.65 184.19 91.65
Remittances in transit 221.58 140.02 423.24 124.26 255.17
Fixed deposits (maturity 125.12 212.72 - 100.00 377.00
less than 3 months)
1,214.97 1,336.03 1,034.07 1,016.80 1,100.28
Other bank balance
Fixed deposit with bank - - - 150.00 210.00
with more than 3 months
but less than 12 months
maturity
Cash and bank balance not 119.37 119.37 101.80 62.55 2.47
available for immediate
use*
1,334.34 1,455.40 1,135.87 1,229.35 1,312.75
* Other bank balance not available for immediate use being in nature of security for guarantees
issued by bank on behalf of the Company, collaterals etc.
(C) Short-term loans and advances
` Million
2015 2014 2013 2012 2011
Considered good
Loans against mortgage of 0.10 0.20 0.54 0.23 0.42
house property
Premia on forward 1,723.63 1,146.85 594.63 1,025.41 168.09
contracts
Interest receivable 6.67 8.47 5.14 12.77 28.87
Loans to subsidiary - - 271.43 262.01 240.81
Deposits 123.96 56.39 142.85 35.10 67.55
Advance tax current year 159.95 - 15.66 14.42 -
(net of provision)
Advances recoverable in
cash or in kind
-Considered good 3,392.90 2,298.28 1,928.58 1,622.52 2,293.09
-Considered doubtful 6.06 4.85 4.85 10.27 13.98
Less : Allowance for (6.06) (4.85) (4.85) (10.27) (13.98)
doubtful advances
5,407.21 3,510.19 2,958.83 2,972.46 2,798.83
There are no short-term loans and advances given to directors and holding company.
227
Annexure XVII : Restated unconsolidated statement of other income
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Income from current investment in 119.62 60.48 84.47 82.42 106.66
mutual funds
Profit on sale of fixed assets - 3.46 2.88 3.39 12.23
Foreign exchange gain/(loss) 685.56 (1,003.40) (40.99) (119.33) 479.17
Provision no longer required for - - - 3.44 2.33
doubtful debts
Miscellaneous income 64.63 44.36 79.30 72.89 44.82
887.80 (810.92) 167.35 89.99 710.09
228
Annexure XVIII : Restated unconsolidated statement of other expenses
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
(A) Employee benefit expenses
Salaries including overseas staff expenses 26,889.46 25,127.39 19,926.15 16,537.25 13,218.70
Staff welfare 790.11 933.34 756.78 693.16 604.47
Contribution to provident and other funds 247.01 320.42 252.37 233.69 183.79
Contribution to superannuation fund 44.71 38.67 56.35 89.94 86.92
Contribution to gratuity fund 93.43 36.75 94.08 146.76 59.78
28,064.72 26,456.57 21,085.73 17,700.80 14,153.66
(B) Operating expenses

Communication expenses 151.27 142.62 104.61 104.59 88.55
Consultancy charges 3,366.86 3,167.46 2,199.27 1,665.57 1,400.94
Cost of software packages for own use 344.47 349.17 302.79 235.41 183.43
Cost of bought-out items for resale 742.75 548.27 271.09 228.22 255.55
4,605.35 4,207.52 2,877.76 2,233.79 1,928.47
(C) Sales, administration and other

expenses
Travelling and conveyance 1,155.63 1,165.74 976.15 847.13 781.50
Rent and establishment expenses 1,381.30 1,390.90 1,330.43 1,087.13 887.05
Telephone charges and postage 330.87 342.58 303.96 270.84 252.09
Legal and professional charges 517.62 609.00 255.91 216.68 216.79
Printing and stationery 28.06 24.51 24.93 28.11 25.61
Advertisement 89.94 66.30 36.36 48.46 36.83
Entertainment 54.43 48.36 31.92 24.82 22.78
Recruitment expenses 129.61 96.12 71.42 81.44 77.53
Repairs to building 134.90 104.47 105.14 93.85 68.28
Repairs to computers 85.02 70.67 76.11 73.69 70.94
General repairs and maintenance 250.51 234.78 152.59 111.71 80.88
Power and fuel 287.19 309.20 282.84 237.20 267.72
Equipment hire charges 10.15 7.62 7.80 11.00 13.48
Insurance charges 161.64 111.90 111.55 73.99 62.98
Rates and taxes 330.67 206.30 104.06 103.17 75.84
Allowance for doubtful debts and 74.07 8.33 78.76 20.05 14.56
advances
Bad debts 39.13 200.24 29.55 178.50 26.91
Less : Provision written back (39.13) (66.65) (29.55) (178.50) (26.91)
Commission paid 0.62 18.15 13.69 6.13 0.38
Books, periodicals and subscriptions 27.43 10.34 26.18 12.53 8.47
Directors fees 0.93 0.40 0.52 3.18 0.58
Commission to director 3.60 3.73 4.46 - -
Loss on sale of fixed assets 3.16 - -
Miscellaneous expenses 161.27 150.75 127.05 103.50 94.56
Amortisation of cost of long term 6.35 9.52 3.17 11.62 33.08
projects*
5,224.97 5,123.26 4,125.00 3,466.23 3,091.93
* Cost incurred for long term projects mainly comprise of legal and employee related costs to secure long
term projects.
229
Annexure XIX : Restated unconsolidated statement of finance cost
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Interest paid on
Fixed loans 46.94 91.56 86.50 37.90 24.18
On others 9.28 2.93 0.73 38.55 38.26
Lease finance charges - 0.03 - 0.40 0.45
56.22 94.52 87.23 76.85 62.89
Exchange (gain)/loss on borrowings (net) 47.96 203.17 110.44 281.18 29.67
104.18 297.69 197.67 358.03 92.56
230
Annexure XX : Restated unconsolidated statement of provision for taxation
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Current tax on continuing operations# 2,117.82 1,946.96 1,675.50 1,544.54 840.68
MAT credit entitlement for current year (505.04) (188.42) - - (278.48)

MAT credit entitlement for earlier years - - - (277.91) -
Provision for earlier year/excess provision for (9.96) (108.50) (54.45) 9.38 40.84
earlier year written back
Total current taxes (a) 1,602.82 1,650.04 1,621.05 1,276.01 603.04
Current tax on discontinued operations (b) - 127.05 193.83 - -
Capital gains tax on sale of PES business unit - 592.68 - - -

MAT credit entitlement on capital gains tax for - (176.56) - - -
current year
Capital gain tax on sale of PES business (c) 416.12

Current tax (a) +(b)+(c) 1,602.82 2,193.21 1,814.88 1,276.01 603.04
# The current year tax charge includes taxes payable outside India as follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Taxes payable outside India 405.29 654.37 407.56 295.62 255.43
231
Annexure XXI : Restated unconsolidated statement of contingent liabilities
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
1. Income- tax liability that may arise in 1,164.82 910.03 48.22 44.31 47.77
respect of which the Company is in
appeal*
2. Corporate guarantee given on behalf of 5,395.70 5,681.29 5,445.98 3,572.98 3,173.80
subsidiary**
3. Service tax refund disallowed, in respect 4.52 - - - -
of which the company is in process of
filing appeal #
4. Bill discounted with banks - - 59.71 157.62 -
6,565.04 6,591.32 5,553.91 3,774.91 3,221.57
* Out of contingent tax liability for FY 2014-15, `1,099.79 Mn (including interest of ` 263.71 Mn), for FY
2013-14, ` 866.26 Mn (including interest of ` 240.57 Mn), for FY 2012-13, ` 29.63 Mn (including interest
of ` 18.59 Mn), for FY 2011-12, ` 25.72 Mn (including interest of ` 18.59 Mn), for FY 2010-11, ` 31.85
Mn (including interest of `15.92 Mn) pertains to the tax demand arising on account of disallowance of
exemption under section 10A on profits earned by STPI Units on onsite export revenue. The Company is
pursuing appeal against these demands before the relevant Appellate Authorities.
The Company believes that its position is likely to be upheld by Appellate Authorities and considering the
facts, the ultimate outcome of these proceedings is not likely to have material adverse effect on the results
of operations or the financial position of the Company.
** (a) The Company has given a corporate guarantee on behalf of its wholly owned subsidiary, L&T Infotech
Financial Services Technologies Inc., Canada. The guarantee is for performance of all obligations by
L&T Infotech Financial Services Technologies Inc., Canada in connection with the long term annuity
services contracts obtained by them. The obligation under this guarantee is limited in aggregate to the
amount of CAD 70,000,000.
(b) The Company has given a corporate guarantee on behalf of its subsidiary, Larsen And Toubro Infotech
South Africa (Proprietary) Limited. The guarantee is for performance of all obligations by Larsen And
Toubro Infotech South Africa (Proprietary) Limited in connection with the Application Testing Service
contract. The obligation under this guarantee is limited in aggregate to the amount of USD 31,414,785.
# The Company had filed refund of accumulated service tax credit in accordance with relevant CENVAT
credit Rules. However, the department has disallowed certain portion of such refunds considering the same
as ineligible, as not related with export and output services. The Company is in process of filing appeal
against these disallowances before the relevant Authorities and hopeful of getting a favourable order.
For FY 2011-12
Two terminated employees in USA had initiated litigation against the Company in FY 2011-12. The processes
of the litigations were at the initial stages. While the Companys management believed that it had a valid
defense against the allegations made, management was neither able to predict the final outcome of the
proceedings nor was it possible to estimate the monetary impact of an adverse decision. Management, however,
did not reasonably expect that these litigations, when concluded and determined, will have any material and
adverse effect on the operations or the financial position of the Company. The matter has since been concluded.
232
Annexure XXII : Restated unconsolidated statement of related parties
(A) List of related parties over which control exists/exercised:
Name Relationship
Larsen & Toubro Infotech GmbH Wholly owned subsidiary
Larsen & Toubro Infotech Canada Ltd. Wholly owned subsidiary
GDA Technologies Limited (Refer annexure IV C (9)) Wholly owned subsidiary
GDA Technologies Inc (Refer annexure IV C (9)) Wholly owned subsidiary
Larsen & Toubro Infotech LLC Wholly owned subsidiary
L&T Infotech Financial Services Technologies Inc (Refer annexure IV Wholly owned subsidiary
C (10)(1))
Larsen And Toubro Infotech South Africa (Proprietary) Limited (Refer Subsidiary
annexure IV C (10)(2))
L&T Information Technology Services (Shanghai) Co. Limited ((Refer Wholly owned subsidiary
annexure IV C (10)(3))
Information Systems Resource Centre Private Limited (Refer annexure Wholly owned subsidiary
IV C (10)(4))
(B) Key management personnel:
Name Status
Mr. V K Magapu Managing Director
Mr. Chandrashekar Kakal Chief Operating Officer & Executive Director *
Mr. K R L Narasimham Executive Director **
Mr. Vivek Chopra Chief Executive (Industrials Cluster) & Executive Director ***
Dr. Mukesh Aghi Chief Executive (Services Cluster) & Executive Director #
Mr. Sunil Pande Executive Director $
* Appointed as Executive Director w.e.f. July 21, 2014
** Ceased to be Director w.e.f. the close of working hours of April 7, 2015
*** Ceased to be Director w.e.f. the close of working hours of December 31, 2014
#
Ceased to be Director w.e.f. the close of working hours of February 28, 2015
$
Appointed as Executive Director w.e.f. January 10, 2015
(C) List of related parties with whom there were transactions during any of the five years FY 2014-15,
FY 2013-14, FY 2012-13, FY 2011-12, FY 2010-11:
Name Relationship
Larsen & Toubro Limited Holding Company
Larsen & Toubro Infotech GmbH Wholly owned subsidiary
Larsen & Toubro Infotech Canada Ltd. Wholly owned subsidiary
GDA Technologies Limited (Refer annexure IV C (9)) Wholly owned subsidiary
GDA Technologies Inc (Refer annexure IV C (9)) Wholly owned subsidiary
Larsen & Toubro Infotech LLC Wholly owned subsidiary
L&T Infotech Financial Services Technologies Inc (Refer annexure Wholly owned subsidiary
IV C (10)(1))
Larsen And Toubro Infotech South Africa (Proprietary) Limited Subsidiary
(Refer annexure IV C (10)(2))
L&T Information Technology Services (Shanghai) Co. Limited Wholly owned subsidiary
(Refer annexure IV C (10)(3)
Information Systems Resource Centre Private Limited Wholly owned subsidiary
(Refer annexure IV C (10)(4))
233
Name Relationship
L&T - MHPS Turbine Generators Private Limited Fellow Subsidiary
L&T Seawoods Limited Fellow Subsidiary
L&T - MHPS Boilers Private Limited Fellow Subsidiary
Larsen & Toubro (East Asia) SDN.BHD. Fellow Subsidiary
L&T Modular Fabrication Yard LLC Fellow Subsidiary
L&T Howden Private Limited Fellow Subsidiary
L&T-Valdel Engineering Limited. Fellow Subsidiary
Larsen & Toubro ATCO Saudia LLC Fellow Subsidiary
L&T Hydrocarbon Engineering Limited* Fellow Subsidiary
TAMCO Switchgear (Malaysia) SDN. BHD Fellow Subsidiary
L&T Electricals and Automation Saudi Arabia Company Limited Fellow Subsidiary
LLC
L&T Finance Limited Fellow Subsidiary
L&T General Insurance Company Limited Fellow Subsidiary
L&T Infrastructure Development Projects Limited Fellow Subsidiary
L&T Power Development Limited Fellow Subsidiary
L&T Sapura Shipping Private Limited Fellow Subsidiary
L&T Power Limited Fellow Subsidiary
L&T-Sargent & Lundy Limited Fellow Subsidiary
L&T Realty Limited Fellow Subsidiary
L&T BPP Tollway Limited Fellow Subsidiary
Larsen & Toubro Kuwait Construction General Contracting Fellow Subsidiary
Company, With Limited Liability
Larsen & Toubro Heavy Engineering LLC Fellow Subsidiary
Larsen & Toubro Electromech LLC Fellow Subsidiary
L&T Infrastructure Finance Company Limited Fellow Subsidiary
L&T Metro Rail (Hyderabad) Limited Fellow Subsidiary
L&T Kobelco Machinery Private Limited Fellow Subsidiary
L&T Cutting Tools Limited Fellow Subsidiary
L&T Technology Services Limited** Fellow Subsidiary
Larsen & Toubro Hydrocarbon International Limited LLC Fellow Subsidiary
L&T Valves Limited Fellow Subsidiary
L&T Investment Management Limited Fellow Subsidiary
L&T Construction Equipment Limited Fellow Subsidiary
Larsen & Toubro LLC Fellow Subsidiary
L&T Devihalli Hassan Tollway Limited Fellow Subsidiary
Larsen and Toubro Saudi Arabia LLC Fellow Subsidiary
Nabha Power Limited Fellow Subsidiary
L&T Electrical & Automation FZE Fellow Subsidiary
* This company was demerged from Larsen & Toubro Limited into new entity named L&T
Hydrocarbon Engineering Limited effective April 2013. Transactions from 1 April 2010 to 31
March 2013 are including under holding company whereas transactions from 1 April 2013 to 31
March 2015 are shown separately as fellow subsidiary.
** Integrated Engineering Services (IES) unit from Larsen & Toubro Limited was transferred to L&T
Technology Services Limited effective April 2014. Transactions from 1 April 2010 to 31 March
2014 are including under holding company whereas transactions for FY 2014-15 are shown
separately as fellow subsidiary.
(D) Restated unconsolidated statement of related party transactions
` Million
Transaction 2014-15 2013-14 2012-13 2011-12 2010-11
Sale of services / products
Holding company 352.00 635.68 422.83 345.81 430.78
- Larsen & Toubro Limited 352.00 635.68 422.83 345.81 430.78
Subsidiaries 1,500.90 1406.82 1,149.90 773.40 346.80
234
Transaction 2014-15 2013-14 2012-13 2011-12 2010-11
- Larsen &Toubro Infotech GmbH 421.96 422.01 387.62 356.64 312.94
- L&T Infotech Financial Services 292.25 330.93 377.17 294.45 -
Technologies Inc.
- Larsen And Toubro Infotech South Africa 627.42 499.48 242.06 - -
(Proprietary) Limited.
- Larsen & Toubro Infotech Canada Ltd. 159.27 152.02 130.59 115.40 -
Fellow subsidiaries 324.91 221.91 150.80 168.41 212.90
- L&T Metro Rail (Hyderabad) Limited 60.14 - - - -
- L&T Technology Services Limited 53.12 - - - -
- L&T Hydrocarbon Engineering Limited 59.13 49.94 - - -
- L&T General Insurance Company Limited - 29.48 51.42 47.61 76.18
- L&T Power Limited - 30.41 33.93 49.56 -
- Lasren & Toubro LLC - 29.49 - - -
- L&T Finance Limited 22.68 - -
- L&T Construction Equipment Limited 15.89 - -
- Larsen and Toubro Saudi Arabia LLC - - - - 35.75
- TAMCO Switchgear (Malaysia) SDN. - - - 29.07
BHD
- L&T Modular Fabrication Yard LLC - - - 22.87 -
Sale of assets -
Holding company - 17.13 30.52 23.66 68.06
- Larsen & Toubro Limited - 17.13 30.52 23.66 68.06
Fellow subsidiaries - 11.73 - - -
- L&T Technology Services Limited - 11.73 - - -
Purchase of services
Holding company 1,034.96 1,727.68 1,428.88 1078.96 799.81
- Larsen & Toubro Limited 1,034.96 1,727.68 1,428.88 1078.96 799.81
Subsidiaries 454.97 618.00 488.02 350.39 427.74
- Information Systems Resource Centre 143.59 - - - -
Private Limited.
- Larsen & Toubro Infotech LLC 158.09 265.06 270.14 345.04 427.74
- Larsen & Toubro Infotech Canada Ltd. 128.16 148.03 - - -
- Larsen AndToubro Infotech South Africa - 64.14 - - -
- Larsen &Toubro Infotech GmbH - 121.21 186.16 - -
Fellow subsidiaries 686.46 234.22 - - 8.73
- L&T Technology Services Limited 686.46 234.22 - - -
- L&T- Valdel Engineering Limited. 8.73
Overheads charged by
Holding company 125.82 205.06 219.22 245.80 168.25
Subsidiaries 163.58 147.89 50.45 29.13 64.32
- Larsen & Toubro Infotech GmbH 46.11 64.72 - - 46.45
- Larsen And Toubro Infotech South Africa 116.04 - - - -
- L&T Infotech Financial Services - 50.31 - - -
Technologies Inc.
- Larsen & Toubro Infotech LLC - - - - 11.39
- GDA Technologies Inc. - 32.78 44.96 28.73 -
- Larsen & Toubro (East Asia) SDN. BHD. 24.43 - - 1.75 -
- L&T Electrical & Automation FZE 5.81 - - - -
- Larsen &Toubro Kuwait Construction 10.76 10.19 5.41 3.44 -
General Contracting Company, With
235
Transaction 2014-15 2013-14 2012-13 2011-12 2010-11
Limited Liability
- Larsen & Toubro Electromech LLC - - - 1.89 -
- L&T Power Limited - - 1.27 - -
- L & T Electricals and Automation Saudi - - 0.92 - -
Arabia Company Limited LLC.
- L & T Finance Limited - - - - 3.94
Overheads charged to
Holding company 60.77 350.20 321.58 484.56 388.74
Subsidiaries 99.64 174.03 155.49 154.46 67.48
- Larsen & Toubro Infotech Canada Ltd. 33.08 18.36 22.17 17.86 -
- Larsen & Toubro Infotech GmbH 50.98 63.29 25.01 26.60 -
- GDA Technologies Inc. - 72.15 73.00 94.42 67.48
- L&T Infotech Financial Services - - 19.21 - -
Technologies Inc.
- L&T Hydrocarbon Engineering Limited - 47.17 - - -
- L&T Power Limited - - 0.13 - 2.04
- L&T Valdel Engineering Limited. - - - 8.13 2.76
- L&T Infrastructure Development Projects - - - - 2.09
Limited
- L&T Power Development Limited - - - - 1.02
Commission received from

Holding company - 14.70 5.93 0.98 2.81
Subsidiaries - 7.84 4.71 3.81 -
- Larsen & Toubro Infotech Canada Ltd. - 7.84 4.71 3.81 -
Fellow subsidiaries 11.81 4.66 - - -
Lease rent paid

- L&T Finance Limited 0.52 1.41 2.70 8.56 16.21
Commission paid to
Holding company - 16.70 11.70 - -
- Larsen & Toubro Limited - 16.70 11.70 - -
Fellow subsidiaries 0.62 - - - -
- Larsen & Toubro Kuwait Construction 0.62 - - - -
Limited Liability
Interest paid
Holding company - 1.90 0.01 32.72 23.05
Subsidiaries - - - 14.87 1.33
- GDA Technologies Limited - - - 14.87 1.33
Interest received
Holding company - 53.43 - - -
- Larsen & Toubro Limited - 53.43 - - -
Subsidiaries - 11.51 12.17 12.84 7.03
- GDA Technologies Inc - 11.51 12.17 12.84 7.03
236
Transaction 2014-15 2013-14 2012-13 2011-12 2010-11
Unsecured loan given to
Holding company - 4,500.00 - - -
- Larsen & Toubro Limited - 4,500.00 - - -
Subsidiaries - - 271.43 262.01 240.81
GDA Technologies Inc - - 271.43 262.01 240.81
Unsecured loan taken from

Holding company - 400.00 - - 1,000.00
- Larsen & Toubro Limited - 400.00 - - 1,000.00
Subsidiaries - - - - 233.46
- GDA Technologies Limited - - - - 233.46
Investments
Subsidiaries 806.96 329.83 2.01 - 2806.32
- Information Systems Resource Centre 806.96 - - - -
Private Limited.
- L&T Information Technology Services - 7.07 - - -
(Shanghai) Co. Limited.
- Larsen And Toubro Infotech South Africa - - 2.01 - -
- GDA Technologies Limited - 322.76 - - -
- L&T Infotech Financial Services - - - - 2,806.32
Technologies Inc.
Trade receivables
Subsidiaries 195.22 86.53 453.43 82.12 117.57
Fellow subsidiaries 84.67 - 28.09 17.19 62.03
Trade payables
Holding company 174.23 190.79 583.19 358.64 507.76
Interim dividend paid

Holding Company 4,805.25 5,514.75 3,031.50 2,547.75 1515.75
- Larsen & Toubro Limited 4,805.25 5,514.75 3,031.50 2,547.75 1515.75
Bad-debts written-off
Subsidiaries - 133.66 - - -
- GDA Technologies Inc - 133.66 - - -
Dividend received
Subsidiaries - - 0.15 - -
GDA Technologies Limited - - 0.15 - -
(E) Managerial remuneration
` Million
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Total managerial remuneration 183.69 77.10 42.41 0.02 -
Amount for major parties
Salaries and perquisites
Mr. Vivek Chopra 68.52 38.51 21.73 - -
Dr. Mukesh Aghi 68.56 38.59 20.69 - -
Mr. K.R.L.N Narasimham - - - 0.02 -
237
Annexure XXIII : Restated unconsolidated statement of accounting ratios
(A) Basic and diluted earnings per share (EPS) at face value of ` 5
Before extraordinary items
2014-15 2013-14 2012-13 2011-12 2010-11

Restated Profit after tax (` Million) 7,735.97 6,854.69 5,599.83 4,059.27 3,162.24
Weighted average number of shares 32,250,000 32,250,000 32,250,000 32,250,000 32,250,000
outstanding
Basic EPS (`) 239.88 212.55 173.64 125.87 98.05
2014-15 2013-14 2012-13 2011-12 2010-11

outstanding
Add : weighted average number of 1,454,020 1,454,020 1,454,020 1,454,020 1,447,620
potential equity shares on account of
employee options
Weighted average number of shares
outstanding 33,704,020 33,704,020 33,704,020 33,704,020 33,697,620
Diluted EPS (`) 229.53 203.38 166.15 120.44 93.84
After extraordinary items
2014-15 2013-14 2012-13 2011-12 2010-11

outstanding
Basic EPS (`) 239.88 280.08 173.64 125.87 98.05
2014-15 2013-14 2012-13 2011-12 2010-11

outstanding
Add : weighted average number of 1,454,020 1,454,020 1,454,020 1,454,020 1,447,620
potential equity shares on account of
employee options
Weighted average number of shares
outstanding 33,704,020 33,704,020 33,704,020 33,704,020 33,697,620
Diluted EPS (`) 229.53 268.00 166.15 120.44 93.84
(B) Basic and diluted earnings per share (EPS) at face value of ` 1
2014-15 2013-14 2012-13 2011-12 2010-11

Restated Profit after tax (` 7,735.97 6,854.69 5,599.83 4,059.27 3,162.24
Million)
Weighted average number of 161,250,000 161,250,000 161,250,000 161,250,000 161,250,000
shares outstanding
Basic EPS (`) 47.98 42.51 34.73 25.17 19.61
2014-15 2013-14 2012-13 2011-12 2010-11

shares outstanding
Add : weighted average number 7,270,100 7,270,100 7,270,100 7,270,100 7,238,100
of potential equity shares on
account of employee options
shares outstanding
238
2014-15 2013-14 2012-13 2011-12 2010-11
Diluted EPS (`) 45.91 40.68 33.23 24.09 18.77
2014-15 2013-14 2012-13 2011-12 2010-11

Restated Profit after tax (` 7,735.97 9,032.57 5,599.83 4,059.27 3,162.24
Million)
shares outstanding 0
Basic EPS (`) 47.98 56.02 34.73 25.17 19.61
2014-15 2013-14 2012-13 2011-12 2010-11

Add : weighted average number 7,270,100 7,270,100 7,270,100 7,270,100 7,238,100
of potential equity shares on
account of employee options
Diluted EPS (`) 45.91 53.60 33.23 24.09 18.77
The Company has split its equity shares from face value of ` 5 to face value of ` 1 per equity share on
22 June 2015. Consequently disclosure of EPS is given both before and after the split for convenience
of readers.
(C) Net asset value per share at face value of ` 5
2014-15 2013-14 2012-13 2011-12 2010-11

Net asset value per share 597.04 455.32 382.32 318.68 346.19
(D) Net asset value per share at face value of ` 1
2014-15 2013-14 2012-13 2011-12 2010-11

22 June 2015. Consequently disclosure of net asset value per share is given both before and after the
split for convenience of readers.
(E) Return on net worth
2014-15 2013-14 2012-13 2011-12 2010-11

Average net worth 16,969.30 13,507.01 11,303.62 10,720.95 10,476.99
Return of net worth % 45.6% 50.8% 49.5% 37.9% 30.2%
1) Earnings per share (Basic) = Net profit attributable to equity shareholders

Weighted average number of equity shares outstanding during
the year
2) Earnings per share (Diluted) = Net profit attributable to equity shareholders

Weighted average number of diluted equity shares outstanding
during the year
3) Net asset value per share = Net worth at the end of the year
Equity shares outstanding at the end of the year
4) Return on net worth = Net profit after tax

Average net worth (average for two years)
239
Annexure XXIV : Restated unconsolidated capitalisation statement
` Million
Particulars Pre issue as at 31st March, As adjusted for IPO (Refer note
2015 below)
Secured loans 877.78 877.78
Unsecured loans 1,297.48 1,297.48
Total debt 2,175.26 2,175.26
Shareholders' funds
Share capital (A) 161.25 161.25
Reserves and surplus (B) 19,093.28 19,093.28
- General reserve 4,486.78 4,486.78
- Hedging reserve (366.96) (366.96)
- Securities premium reserve 1,181.24 1,181.24
- Profit and loss account 13,453.81 13,453.81
- Employee stock options 338.41 338.41
outstanding
Total shareholders' funds 19,254.53 19,254.53

(A) + (B)
Debt equity ratio 0.11 0.11
(Number of times)
Note: Larsen and Toubro Limited (the holding company) is proposing to offer the equity shares of the Company
to the public by way of an initial public offering. Hence there will be no change in the shareholders funds post
issue.
240
Annexure XXV : Restated unconsolidated statement of dividend paid
` Million
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Dividend paid on equity shares
Rate of dividend (%) (Face value of ` 5 per 2,980% 3,420% 1,880% 1,580% 940%
share)
Dividend paid per share (Face value of ` 5 per 149.00 171.00 94.00 79.00 47.00
share)
Dividend paid on equity shares 4,805.25 5,514.75 3,031.50 2,547.75 1,515.75
Tax on dividend paid 906.32 937.23 491.80 413.32 251.76
241
Annexure XXVI : Restated unconsolidated tax shelter statement
` Million
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Profit before tax, as restated 9,425.31 8,860.53 7,392.93 5,360.85 3,685.89

Tax Rate 33.99% 33.99% 32.445% 32.445% 33.2175%
Tax at notional rate 3,203.66 3,011.69 2,398.64 1,739.33 1,224.36
Adjustments on account of:
Permanent differences:
Dividend income (63.32) (56.78) (74.58) (33.42) (1.09)
Deduction u/s 10A / 10AA (5,045.28) (3,957.86) (2,232.47) (750.70) (2,695.02)
Other permanent differences (13.11) 4.62 1.73 8.22 (30.00)
(5,121.71) (4,010.02) (2,305.32) (775.90) (2,726.11)
Temporary differences:
Difference between book depreciation and tax (184.10) (16.56) 20.63 41.33 55.27
depreciation
Provision for doubtful debts 34.72 (57.59) 44.20 (161.89) 12.23
Provision for retirement benefits 156.17 63.52 63.24 33.52 23.61
6.79 (10.63) 128.07 (87.04) 91.11
Net adjustments (5,114.92) (4,020.65) (2,177.25) (862.94) (2,635.00)
Tax saving thereon (1,738.56) (1,366.62) (706.40) (279.98) (875.28)
Total taxation before DIT relief 1,465.10 1,645.07 1,692.24 1,459.35 349.08
Less: DIT relief (257.61) (237.96) (230.46) (210.43) (42.31)

Total taxation (domestic) 1,207.49 1,407.11 1,461.78 1,248.92 306.77
Add: Taxes paid in overseas countries 405.29 478.48 407.56 295.62 255.43
Total tax charge (domestic and overseas) 1,612.78 1,885.59 1,869.34 1,544.54 562.20
Add/Less: Provision for earlier year/excess (9.96) (108.50) (54.46) (268.53) 40.84
provision for earlier year written back
Total tax charge as per books of accounts, 1,602.82 1,777.09 1,814.88 1,276.01 603.04
as restated
Notes:
1. The Company has determined Minimum Alternate Tax to be payable under Section 115JB of the Income
Tax Act, 1961 for the financial years ended 31 March 2015, 31 March 2014 and 31 March 2011.
2. The current tax charge as per statement of profit and loss for FY 2013-14 includes tax charge for continuing
and discontinuing operations.

SHARP & TANNAN
By the hand of
Firdosh D. Buchia
Partner
Place : Mumbai
242
L&T House
Ballard Estate
Mumbai 400 001
Dear Sirs,
1. We have examined the restated consolidated summary statement of assets and liabilities of Larsen &
Toubro Infotech Limited (the Company) and its subsidiaries (together the Group) as at 31 March
2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 and also the restated
consolidated summary statement of profits and losses and restated consolidated summary statement of
cash flows for the years ended 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31
March 2011, together with the notes and annexures thereto (collectively the restated consolidated
summary statements) annexed to this report for the purpose of inclusion in the offer document to be
issued by the Company in connection with the proposed Initial Public Offering (IPO) of its equity
shares.
2. The restated consolidated summary statements are prepared by management of the Company from the
audited financial statements of the respective years, in accordance with the requirements of section 26 of
the Companies Act, 2013 (the Act) read with the Companies (Prospectus and Allotment of Securities)
Rules, 2014 (the Rules) and the requirements of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009 as amended (the Regulations), and have been
approved by the Companys board of directors on 27 July 2015.
3. We have examined the restated consolidated summary statements in accordance with:

(a) the terms of reference vide our engagement letter dated 15 July 2015 to carry out work on such
financial information included in the offer document of the Company in connection with its IPO;
and
(b) the Guidance Notes on Reports in Company Prospectus (Revised) issued by the Institute of
Chartered Accountants of India.
4. We did not audit the financial statements of any of the Companys subsidiaries for any of the above-
mentioned years. The audit reports of the other auditors, for these subsidiaries, have been furnished to us
by management and on which we have relied, and our opinion, in so far as it relates to the amounts
included in the financial statements of the subsidiaries, is solely based on the reports of these auditors.
The total assets and revenues of the subsidiaries were as follows:
` million
31 March 31 March 31 March 31 March 31 March 2011
2015 2014 2013 2012
Total assets 5,233.60 5,537.14 5,756.51 5,023.56 4,165.95
Total revenues 4,456.60 4,765.91 4,325.49 3,534.44 1,934.67
5. On the basis of our examination and on the basis of the reports of the auditors of the subsidiaries as
mentioned in paragraph 4 above, we are of the opinion that:
(a) the restated consolidated summary statement of assets and liabilities as at 31 March 2015, 31
March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 (Annexure I), read together with
the notes on material adjustments (Annexure IV A) and with the related significant accounting
required by the Regulations;
(b) the restated consolidated summary statement of profits and losses for the years ended 31 March
2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 (Annexure II), read
together with the notes on material adjustments (Annexure IV A) and with the related significant
243
adjustments as are required by the Regulations;
(c) the restated consolidated summary statement of cash flows for the years ended 31 March 2015, 31
March 2014, 31 March 2013, 31 March 2012 and 31 March 2011 (Annexure III), read together
with the notes on material changes (Annexure IV A) and with the related significant accounting
required by the Regulations; and
(d) do not contain any extraordinary items that need to be disclosed separately other than those
presented in the restated consolidated summary statements and also do not contain any audit
qualifications requiring adjustment.
Other financial information
6. We have also examined the following financial information proposed to be included in the offer
document:
(a) Restated consolidated statement of share capital (Annexure V)
(b) Restated consolidated statement of reserves and surplus (Annexure VI)
(c) Restated consolidated statement of long-term borrowings (Annexure VII)
(d) Restated consolidated statement of deferred tax (Annexure VIII)
(e) Restated consolidated statement of other long-term liabilities and long-term provisions (Annexure
IX)
(f) Restated consolidated statement of short-term borrowings and current maturities of long-term
borrowings (Annexure X)
(g) Restated consolidated statement of trade payables, other current liabilities and short-term
provisions (Annexure XI)
(h) Restated consolidated statement of investments (Annexure XII)
(i) Restated consolidated statement of long-term loans and advances (Annexure XIII)
(j) Restated consolidated statement of current investments (Annexure XIV)
(k) Restated consolidated statement of trade receivables (Annexure XV)
(l) Restated consolidated statement of unbilled revenue, cash and bank and short-term loans and
advances (Annexure XVI)
(m) Restated consolidated statement of other income (Annexure XVII)
(n) Restated consolidated statement of other expenses (Annexure XVIII)
(o) Restated consolidated statement of finance cost (Annexure XIX)
(p) Restated consolidated statement of provision for taxes (Annexure XX)
(q) Restated consolidated statement of contingent liabilities (Annexure XXI)
(r) Restated consolidated statement of related parties (Annexure XXII)
(s) Statement of restated consolidated accounting ratios (Annexure XXIII)
(t) Restated consolidated capitalisation statement (Annexure XXIV)
(u) Restated consolidated statement of dividend paid (Annexure XXV)
7. In our opinion, the other financial information read with the notes on material adjustments (Annexure IV
A) and with the significant accounting policies in Annexure IV B are prepared in accordance with the
requirements of the Act and of the Regulations.
8. This report should not in any way be construed as a reissuance or re-dating of any of the previous reports
issued by us nor should it be construed as a new opinion on any of the financial statements referred to
herein.
9. We have no responsibility to update our report for events and circumstances occurring after the date of
the report.
10. This report is intended solely for your information and for inclusion in the offer document in connection
with the proposed IPO of the Company and is not to be used, referred to or distributed for any other
purpose without our written consent.
244
Sharp & Tannan
Firms registration no. 109982W
by the hand of
Firdosh D. Buchia
Partner
Membership no. 038332
Mumbai
27 July 2015
245
ANNEXURE I : RESTATED CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND

LIABILITIES
` Million
Particulars Annexures As at 31 March
2015 2014 2013 2012 2011
Shareholders' funds
Share capital V 161.25 161.25 161.25 161.25 161.25
Reserves and surplus VI 20,102.23 15,941.68 13,226.74 10,892.35 11,196.48
Total equity 20,263.48 16,102.93 13,387.99 11,053.60 11,357.73
Long-term borrowings VII 138.89 266.29 361.90 452.22 -
Deferred tax liabilities VIII 238.03 413.85 207.20 118.28 27.42
Other long-term liabilities IX 538.35 729.11 1,256.88 2,022.19 815.66
Long-term provisions IX 103.71 131.06 94.30 51.25 36.23
1,018.98 1,540.31 1,920.28 2,643.94 879.31
Current liabilities
Short-term borrowings X 1,897.48 700.70 1,853.88 2,179.62 2,157.23
Current maturities of long-term X 138.89 133.14 120.63 56.53 -
borrowings
Trade payables XI 2,719.47 2,414.80 2,065.18 2,015.02 2,079.83
Other current liabilities XI 1,723.48 3,735.89 2,520.34 1,712.33 836.66
Short-term provisions XI 2,815.44 2,376.64 1,786.04 1,618.44 2,127.06
9,294.76 9,361.17 8,346.07 7,581.94 7,200.78
ASSETS
Non-current assets
Fixed assets
Tangible assets 2,749.82 2,794.65 2,449.87 2,263.44 1,718.90
Intangible assets 4,084.52 3,693.11 4,540.84 4,058.70 3,514.13
7,086.12 7,054.93 8,414.27 7,397.84 5,995.55
Non-current investments XII - - - 20.00 60.39
Deferred tax assets VIII 10.29 1.89 59.07 21.30 58.06
Long-term loans and advances XIII 2,439.79 2,534.84 1,931.57 1,366.79 1,794.73
9,536.20 9,591.66 10,404.91 8,805.93 7,908.73
Current assets
Current investments XIV 1,035.51 1,687.77 486.63 570.51 1,031.39
Inventory - - - - 3.08
Trade receivable XV 10,901.16 9,309.86 7,410.52 6,845.50 5,260.25
Unbilled revenue XVI 1,544.50 1,194.16 1,333.45 895.05 1,177.61
Cash and bank XVI 2,009.21 1,589.11 1,193.72 1,321.09 1,462.41
Short-term loans and advances XVI 5,554.52 3,633.83 2,826.32 2,841.40 2,594. 35
21,044.90 17,414.73 13,250.64 12,473.55 11,529.09
TOTAL ASSETS 30,581.10 27,006.39 23,655.55 21,279.48 19,437.82
246
SHARP & TANNAN
by the hand of
Firdosh D. Buchia
Partner
Mumbai
Date: July 27, 2015
247
ANNEXURE II : RE STATED CONSOLIDATED SUMMARY STATEMENT OF PROFITS AND

LOSSES
` Million
Income
Other income XVII 915.00 (833.18) 221.04 95.84 715.11
Total income 50,695.36 48,371.80 38,735.43 31,915.99 24,626.87
Expenses
Employee benefit expenses XVIII 29,242.73 27,581.57 22,485.93 18,635.30 14,485.50
Operating expenses XVIII 4,885.63 4,891.51 2,920.00 2,575.28 2,217.97
Sales, administration and other XVIII 5,607.43 5,259.07 4,403.55 3,711.94 3,270.19
expenses
39,735.79 37,732.15 29,809.48 24,922.52 19,973.66
Finance cost XIX 104.19 305.34 208.12 342.42 96.48

Amortisation of intangible 837.85 710.72 722.80 598.83 400.47
assets
1,683.59 1,605.09 1,439.80 1,391.05 903.23
Profit before extraordinary 9,275.98 9,034.56 7,486.15 5,602.42 3,749.98

items and tax
Profit from continuing 9,266.26 8,541.36 6,778.37 5,602.42 3,749.98

operations before tax
Tax expense for continuing

operations
Current tax XX 1,630.45 1,681.03 1,631.00 1,289.27 641.48
Deferred tax 35.76 261.85 46.99 119.79 (54.27)
1,666.21 1,942.88 1,677.99 1,409.06 587.21
Profit from continuing 7,600.05 6,598.48 5,100.38 4,193.36 3,162.77
operations after tax
Profit from discontinued IV C (6) 9.72 493.20 707.78 - -

operations before tax
Tax expense for discontinuing
operations
Current tax XX 1.69 129.25 191.54 - -
Profit from discontinued 8.03 363.95 516.24 - -

operations after tax
Profit for the year before 7,608.08 6,962.43 5,616.62 4,193.36 3,162.77
minority interest
Net profit before 7,606.18 6,961.66 5,616.07 4,193.36 3,162.77
extraordinary item
Extraordinary item (net of tax) IV (C) (6) 79.08 3,002.42 - - -
Net profit after tax before 7,685.26 9,964.08 5,616.07 4,193.36 3,162.77
restatement adjustments
Amortisation of goodwill IV (A) (i) - (85.08) 137.06 132.89 107.77
248
Provision for tax IV (A) (ii) - - - (6.39) 6.39
Amortisation of cost of long- IV (A) (iii) 6.35 9.52 (15.87) 11.62 33.08
term projects
6.35 (75.56) 121.19 138.12 147.24
Extraordinary item
Goodwill written off IV (A) (i) - (605.10) - - -
Net profit before 7,612.53 6,886.10 5,737.26 4,331.48 3,310.01

extraordinary item as restated
Extraordinary item (net of 79.08 2,397.32 - - -
tax) as restated

SHARP & TANNAN
by the hand of
Firdosh D. Buchia
Partner
Mumbai
Date: July 27, 2015
249
ANNEXURE III: RESTATED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOWS
` Million
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

Net profit before tax as restated (excluding 9,282.33 8,959.00 7,607.34 5,740.54 3,897.22
extraordinary items)
Adjustments for:
Depreciation and amortisation 1,579.41 1,384.83 1,094.62 915.74 698.98
Interest (net) 33.42 27.26 67.70 26.66 (0.35)
Translation reserve (80.26) 51.72 524.13 (403.14) 75.45
Operating profit before working capital 10,112.10 9,827.07 8,992.21 5,833.30 4,150.96
changes

(Increase)/decrease in inventory - - - 3.08 0.19
Increase/(decrease) in trade & other payables 1,164.84 1,332.60 (241.25) 79.21 1,260.40
(Increase)/decrease in working capital (922.44) (1,407.54) (819.40) (1,401.86) (318.35)

Net cash from operating activities before 6,422.54 6,278.61 6,076.49 3,363.18 3,094.08
extraordinary items

Purchase of fixed assets (1,964.04) (1,183.28) (2,535.83) (1,638.52) (3,758.50)
(Purchase)/sale of current investments (net) 793.52 (1,121.56) 207.63 588.29 616.10
Net cash used in investing activities before (1,122.58) (1,996.31) (2,241.75) (971.17) (3,017.66)
extraordinary items
Extraordinary item
Proceeds from sale of PES Business(net) 93.95 3,799.62 - - -
Net cash used in investing activities after (1,028.63) 1,803.31 (2,241.75) (971.17) (3,017.66)
extraordinary items

Proceeds from/(repayment) of borrowings 1,013.23 (1,228.66) (377.21) 488.31 1,489.98
Interest paid (56.23) (102.17) (97.68) (61.25) (66.81)
Dividend paid (4,805.25) (5,514.75) (3,031.50) (2,547.75) (1,515.75)
Proceeds from issue of shares to minority - - 1.21 - -
shareholders
Net cash from financing activities (4,973.81) (7,686.53) (3,962.11) (2,533.33) (397.47)
Net increase in cash and cash equivalents 420.10 395.39 (127.37) (141.32) (321.05)
Cash and cash equivalents at 31 March of 1,589.11 1,193.72 1,321.09 1,462.41 1,783.46
previous year
250
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Cash and cash equivalents at 31 March 2,009.21 1,589.11 1,193.72 1,321.09 1,462.41
Notes:
1. Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard
(AS) 3 : Cash Flow Statements as specified in the Companies (Accounting Standards) Rules, 2006.
2. Purchase of fixed assets includes movements of capital work-in-progress between the beginning and end of
the year.
3. Cash and cash equivalents represent cash and bank balances.
4. Bank balances include revaluation loss/(gain) as follows:
` Million
Year 2014-15 2013-14 2012-13 2011-12 2010-11
Revaluation loss/(gain) 2.73 (65.45) (37.01) (87.37) 16.53

SHARP & TANNAN
by the hand of
Firdosh D. Buchia
Partner
Mumbai
Date: July 27, 2015
251
Annexure IV: Notes to Restated Consolidated Summary Financial Statements
Annexure IV A: Notes on material adjustments
(i) Goodwill arising on acquisition and consolidation as per Accounting Standard (AS) 21 Consolidated
Financial Statements is tested for impairment at every balance sheet date. The Company was
amortising goodwill over a period of ten years upto March 31, 2013. During the year ended March 31,
2014, the Company revised its accounting policy of amortisation of goodwill for more appropriate
presentation of financial statements. Accordingly, the goodwill is tested for impairment at every
balance sheet date. Consequently, in restated financial statements, the Company has credited ` 312.45
Mn to the opening profit & loss account as on April 01, 2010, being the amount of goodwill amortised
till March 31, 2010. Further the Company has credited ` 107.77 Mn for the year ended March 31,
2011, ` 132.89 Mn for the year ended March 31, 2012, `137.06 Mn for the year ended March 31, 2013,
and debited ` 85.08 Mn for the year ended March 31, 2014, to respective restated statement of profit
and loss.
In the event of cessation of operations of a subsidiary, the unimpaired goodwill is written off fully.
During the year ended March 31, 2014, the Company had written off unimpaired goodwill on
consolidation of GDA Technologies Inc. to the statement of profit and loss. As a result of restatement
of amortisation as above, the amount of unimpaired goodwill of ` 986.18 Mn. has been written off to
the restated statement of profit and loss and disclosed as an extra-ordinary item. (Refer annexure IV C
(6)).
(ii) During the year ended March 31, 2012, our subsidiary, L&T Infotech Financial Services Technologies
Inc. revised its policy of accounting of income taxes for more appropriate presentation of financial
statements. Accordingly, the income taxes are recognised using future income taxes method.
Consequently, the restatement resulted in increase in profit by ` 6.39 Mn for FY 2010-11 and decrease
in profit by ` 6.39 Mn for FY 2011-12.
(iii) The cost incurred on long term projects mainly comprise of legal and employee related costs to secure
long term projects. The Company was amortising the cost over the period of two years from the year in
which it was incurred. The Company revised its accounting policy for amortisation of cost incurred for
long term projects and the same is charged to the statement of profit and loss in the year in which it was
incurred for more appropriate presentation of financial statements. Consequently in restated financial
statement, the Company has debited ` 44.71 Mn to opening profit and loss as on 1 April 2010. Further,
the Company has credited ` 33.08 Mn for the year ended 31 March 2011, ` 11.62 Mn for the year
ended 31 March 2012, debited ` 15.87 Mn for the year ended 31 March 2013, credited ` 9.52 for the
year ended 31 March 2014 and ` 6.35 Mn for the year ended 31 March 2015, to respective restated
statement of profit and loss.
Annexure IV B: Significant accounting policies
1. Preparation of financial statements
The restated consolidated financial statements are prepared from the audited financials of the years
ending 31 March 2015, 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011, in
accordance with the requirements of section 26 of the Companies Act, 2013 (the Act) read with
Companies (Prospectus and Allotment Securities) Rules, 2014 (the Rules) and the requirements of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation,
2009 as amended (the Regulations).
2. Principles of consolidation
a) The financial statements of the Parent Company and its subsidiaries have been consolidated on line-by-
line basis by adding together the book values of the like items of the assets, liabilities, income and
expenses, after eliminating intra-group balances and the unrealised profits/losses on intra-group
transactions, and are presented to the extent possible, in the same manner as the Parent Companys
independent financial statements.
252
b) Minority interest in the net assets of subsidiaries consists of the amount of equity attributable to the
minority shareholders at the date on which investment is made by company in the subsidiary company
and further movements in their share in the equity, subsequent to the date of investment.
c) Goodwill on consolidation represents the difference between the Groups share in the net worth of a
subsidiary and the cost of acquisition at each point of time of making the investment in the subsidiary
as per Accounting Standard (AS) 21 Consolidated Financial Statements. For this purpose, the
Groups share of net worth is determined on the basis of the latest financial statements, prior to the
acquisition, after making necessary adjustments for material events between the date of such financial
statements and the date of respective acquisition. Goodwill arising on consolidation as per Accounting
Standard (AS) 21 Consolidated Financial Statements is tested for impairment at every balance sheet
date. In the event of cessation of operations of a subsidiary, the unimpaired goodwill is written off
fully.
3. Extraordinary items
Income or expenses that arise from events or transactions that are clearly distinct from the ordinary
activities of the Company are classified as extraordinary items. Specific disclosure of such
events/transactions is made in the financial statements. Similarly, any external event beyond the control
of the Company, significantly impacting income or expense, is also treated as extraordinary item and
disclosed as such.
4. Revenue recognition
a) Revenue from contracts priced on time and material basis are recognised when services are rendered
and related costs are incurred.
Revenue from services performed on fixed-price basis is recognised using the proportionate
completion method.
Unbilled revenue represents value of services performed in accordance with the contract terms but not
billed.
b) Other income
i. Interest income is accrued at applicable interest rate.
ii. Dividend income is accounted in the period in which the right to receive the same is
established.
iii. Other items of income are accounted as and when the right to receive arises.
5. Employee benefits
a) Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the service are classified
as short-term employee benefits. The benefits like salaries, wages, short-term compensated absences
and performance incentives are recognised in the period in which the employee renders the related
service.
b) Post-employment benefits
i) Defined contribution plan:
The Companys superannuation fund and state governed provident fund scheme are classified
as defined contribution plans. The contribution paid / payable under the schemes is recognised
during the period in which the employee renders the related service.
253
ii) Defined benefit plans:
The provident fund scheme managed by trust, employees gratuity fund scheme managed by
LIC and post-retirement medical benefit scheme are the Companys defined benefit plans.
Wherever applicable, the present value of the obligation under such defined benefit plans is
determined based on actuarial valuation using the Projected Unit Credit Method, which
recognises each period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligation.
The obligation is measured at the present value of the estimated future cash flows. The
discount rates used for determining the present value of the obligation under defined benefit
plans, is based on the market yields on government bonds as at the balance sheet date, having
maturity periods approximating to the terms of related obligations. Actuarial gains and losses
are recognised immediately in the statement of profit and loss. In case of funded plans, the fair
value of the plan assets is reduced from the gross obligation under the defined benefit plans to
recognise the obligation on net basis.
Gains or losses on the curtailment or settlement of any defined benefit plan are recognised
when the curtailment or settlement occurs. Past service cost is recognised as expense on a
straight-line basis over the average period until the benefits become vested.
(iii) Long-term employee benefits:
The obligation for long-term employee benefits like long-term compensation absences is
recognised in the similar manner as in the case of defined benefit plans as mentioned in (b) (ii)
above.
6. Fixed assets
Tangible
Fixed assets are stated at cost less accumulated depreciation.
Intangible
Assets like customer relationship, computer software and internally developed software are stated at
cost, less accumulated depreciation and amortisation.
Goodwill on acquisition represents the cost of acquired businesses in excess of the fair value of net
identifiable assets acquired. Goodwill is tested for impairment if events or changes in circumstances
indicate that an impairment loss may have occurred.
7. Investments
Long-term investments are stated at cost, less provision for other than temporary diminution in value, if
any. Current investments are stated at the lower of cost or market value, determined on the basis of
specific identification.
8. Inventory
Inventory consists of boards and related parts held for sale to customer. Inventory is stated at the lower
of cost, determined using the first-in, first-out method, or market. The Company has provided a
provision for obsolete inventory, which it believes will not be sold.
9. Leases
Finance lease
Assets acquired under leases where the Company has substantially all the risks and rewards of
ownership are classified as finance leases. Such assets are capitalised at the inception of the lease at the
lower of the fair value and the present value of minimum lease payments and a liability is created for
an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so
as to obtain a constant periodic rate of interest on the outstanding liability for each period.
254
Operating lease
Assets acquired under lease where a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases. Lease rentals are charged to the statement of
profit and loss on accrual basis.
10. Depreciation
A. Indian Companies :
I. Tangible - owned assets
For the year ending 31 March 2015, depreciation on assets has been provided based on useful
life prescribed in schedule II to the Companies Act, 2013 except for the leasehold
improvements which is depreciated over the lease period.
Depreciation / amortisation on additions / disposals are calculated pro-rata from / to the month
of additions / disposals.
For the years ending 31 March 2014, 31 March 2013, 31 March 2012 and 31 March 2011,
depreciation on all assets is calculated using straight line method at rates prescribed by
schedule XIV to the Companies Act, 1956, except for the following:
Plant and machinery 4.75%-20%
Computers 20%-30%
Servers 25%
Furniture and fixtures 10-20%
Office equipment 20%-33.33%
Motor cars 14.14%
II. Tangible - leased assets
Assets acquired under finance leases are depreciated at the rates applicable to similar assets
owned by the Company as there is reasonable certainty that the Company shall obtain
ownership of the assets at the end of the lease term.
Leasehold land Over the residual period of the lease
B. Foreign Subsidiaries
Depreciation has been provided on methods and at the rates required/permissible by the local laws so
as to write off the assets over their useful life.
11. Intangible Assets and amortisation
Computer software Over a period of 3 years
Intellectual property rights (IPR) Over a period of 3 years
Acquired software Over a period of 10 years
Internally developed software Over a period 1 to 5 years
Business rights Over a period of 5 years
Customer contracts Over a period of 10 years
255
12. Employee stock ownership schemes
In respect of stock options granted pursuant to the Companys stock option schemes, the excess of fair
value of the share over the exercise price of the option is treated as discount and accounted as
employee compensation cost over the vesting period.
13. Foreign currency transactions
a) Foreign currency transactions are initially recorded at the rates prevailing on the date of the
transaction. At the balance sheet date, foreign currency monetary items are reported using the
closing rate. Non-monetary items which are carried at historical cost denominated in foreign
currency are reported using the exchange rate at the date of the transaction.
Translation of foreign currency transaction of overseas branches & subsidiaries is as under:
Revenue items at the average rate for the period;
Fixed assets and investments at the rates prevailing on the date of the transaction; and
Other assets and liabilities at year end rates
Exchange difference on settlement / year end conversion is adjusted to statement of profit and
loss.
b) Forward contracts other than those entered into to hedge foreign currency risk on unexecuted
firm commitments or of highly probable forecast transactions, are treated as foreign currency
transactions and accounted accordingly. Exchange differences arising on such contracts are
recognised in the period in which they arise and the premium paid / received is accounted as
expense / income over the period of the contract.
Profit or loss on such forward contracts is accounted as income or expense for the period.
c) All the other derivative contracts, including forward contracts entered into to hedge foreign
currency risks on unexecuted firm commitments and highly probable forecast transactions are
recognised in the financial statements at fair value as on the balance sheet date. In pursuance
of the announcement of the Institute of Chartered Accountants of India (ICAI) dated March
29, 2008 on accounting of derivatives, the Company has adopted Accounting Standard 30 for
applying the test of hedge effectiveness of the outstanding derivative contracts. Accordingly,
the resultant gains or losses on fair valuation of such contracts are recognised in the statement
of profit and loss or balance sheet as the case may be.
14. Taxes on Income
Tax on income for the current period is determined on the basis of taxable income and tax credits
computed in accordance with the provisions of the Income-tax Act, 1961 and based on the expected
outcome of assessments/appeals.
Deferred tax is recognised on timing differences between the income accounted in financial statements
and the taxable income for the year, and quantified using the tax rates and laws enacted or
substantively enacted as on the balance sheet date.
Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable
certainty that sufficient future taxable income will be available against which such deferred tax assets
can be realised.
Foreign Subsidiaries
Foreign Subsidiaries recognise current tax/ deferred tax liabilities and assets in accordance with the
applicable local laws.
256
15. Borrowing costs
Borrowing costs include interest, commitment charges, finance charges in respect of assets acquired on
finance lease and exchange differences arising from foreign currency borrowings, to the extent they are
regarded as an adjustment to interest costs.
16. Provisions, contingent liabilities and contingent assets
Provisions are recognised for liabilities that can be measured only by using a substantial degree of
estimation, if
a) the Company has a present obligation as a result of a past event;
b) a probable outflow of resources is expected to settle the obligation; and
c) the amount of the obligation can be reliably estimated
Reimbursement expected in respect of expenditure required to settle a provision is recognised only

when it is virtually certain that the reimbursement will be received.
Contingent liability is disclosed in the case of:
a) a present obligation arising from a past event when it is not probable that an outflow of
resources will be required to settle the obligation; or
b) a possible obligation unless the probability of outflow of resources is remote.
17. Segment accounting
Segment accounting policies are in line with the accounting policies of the Company. In addition, the
following specific accounting policies have been followed for segment reporting:
a) Segment revenue includes sales and other income directly identifiable with/allocable to the
segment.
b) Expenses that are directly identifiable with/allocable to segments are considered for
determining the segment result. Expenditure which relate to the Company as a whole and not
allocable to segments are included under unallocable corporate expenditure.
c) Income which relates to the Company as a whole and not allocable to segments is included in
unallocable corporate income.
d) Fixed assets used and liabilities contracted for performing the Companys business have not
been identified to any of the reported segments as the fixed assets and services are used
interchangeably among segments.
18. Cash flow statement
Cash flow statement is prepared segregating the cash flows from operating, investing and financing
activities. Cash flow from operating activities is reported using indirect method. Under the indirect
method, the net profit is adjusted for the effects of:
i. transactions of a non-cash nature
ii. any deferrals or accruals of past or future operating cash receipts or payments; and
iii. items of income or expense associated with investing or financing cash flows.
Cash and cash equivalents (including bank balances) are reflected as such in the cash flow statement.
257
19. Basis of preparation
The Consolidated financial statements (CFS), comprising the Company and its subsidiaries, are
prepared in accordance with Accounting Standard (AS) 21 Consolidated Financial Statements as
specified by the Companies (Accounting Standards) Rules, 2014. Reference in these notes to the
Company shall mean Larsen & Toubro Infotech Limited and the Group shall mean the Company
and its subsidiaries.
20. The list of subsidiaries included in the consolidated financial statements is as under:-
Name of the subsidiary company Country of Proportion of ownership as at

incorporation March 31
(%)
2015 2014 2013 2012 2011
1 Larsen & Toubro Infotech Canada Ltd. Canada 100 100 100 100 100
2 Larsen & Toubro Infotech GmbH Germany 100 100 100 100 100
3 GDA Technologies Inc.* USA - - 100 100 100
4 Larsen & Toubro Infotech LLC USA 100 100 100 100 100
5 L&T Infotech Financial Services Canada 100 100 100 100 100
Technologies Inc.**
6 Larsen And Toubro Infotech South South Africa 74.9 74.9 74.9 - -
Africa (Proprietary) Limited***
7 L&T Information Technology Services China 100 100 - - -
(Shanghai) Co. Limited^
8 GDA Technologies Limited^^ India 100 100 100 100 100
9 Information Systems Resource Centre India 100 - - - -
Private Limited#
* The company has been dissolved with effect from 28 March 2014.
** L&T Infotech Financial Services Technologies Inc. was formed in the year 2010-11 by purchase
of business of providing Information technology Platform from Citigroup Fund Services (CFSC)
Inc.
*** On 25 July 2012, the company has acquired equity share capital of Larsen And Toubro Infotech
South Africa (Proprietary) Limited.
^ On 28 June 2013, the company was formed in Peoples Republic of China.
^^ The Company has purchased shares of GDA Technologies Limited from GDA Technologies Inc.
in during FY 2013-14, subsequently, GDA Technologies Limited has become direct subsidiary
with effect from 3 February 2014.
# Information Systems Resource Centre Private Limited was acquired on October 16, 2014,
consequent to which, it became wholly owned subsidiary of the Company.
21. Additional disclosure as per schedule III of the Companies Act, 2013.
` Million
Name of the entity FY 2014-15
Net assets, i.e total assets Share in profit
minus total liabilities
As % of Amount As % of Amount
amount consolidated
consolidated profit or loss
net assets
A- Parent
-Larsen & Toubro Infotech Limited 93.45% 18,936.05 100.58% 7,729.62
Subsidiaries
B - Indian
258
Name of the entity FY 2014-15
Net assets, i.e total assets Share in profit
minus total liabilities
As % of Amount As % of Amount
amount consolidated
consolidated profit or loss
net assets
1. GDA Technologies Limited 1.73% 349.70 0.21% 16.10
2. Information Systems Resource Centre 0.14% 27.36 0.36% 27.36
Private Limited
Sub total 1.86% 377.06 0.57% 43.46
C-Foreign
1. Larsen & Toubro Infotech GmbH 1.10% 223.87 0.41% 31.47
2. Larsen & Toubro Infotech Canada 0.35% 70.10 0.12% 9.37
Ltd.
3. Larsen & Toubro Infotech LLC 0.49% 100.15 0.15% 11.51
4. L&T Infotech Financial Services 2.74% 555.20 -1.83% (140.94)
Technologies Inc.
5. Larsen And Toubro South Africa 0.05% 13.49 0.10% 7.58
(Proprietary) Limited
6. L&T Information Technology -0.04% (8.56) -0.06% (4.91)
Services (Shanghai) Co. Limited
Sub total 4.71% 954.25 -1.12% (85.92)
Total A+B+C 100.02% 20,267.36 100.02% 7,687.16
Less: Minority interest in subsidiaries 0.02% 3.88 0.02% 1.90

Total 100% 20,263.48 100% 7,685.26
Add: Restatement adjustment 6.35
Total restated amount 7,691.61
Annexure IV C: Other notes on accounts:
1. Estimated amount of contracts remaining to be executed on capital account (net of advances) and not
provided for is as follows:
` Million
2015 2014 2013 2012 2011
Estimated amount 312.83 269.43 167.44 234.59 230.48
2. In line with the Companys financial risk management policy, financial risks relating to changes in the
exchange rates are hedged by using a combination of forward and options contracts, besides the natural
hedges. The loss on fair valuation of the derivative contracts which are designated and are effective as
hedges, has been accounted in retained earnings in balance sheet as follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Loss on fair valuation 366.96 2,923.11 2,694.38 2,663.11 658.42
The loss/ (gain) on settlement of the options/forwards is recognised in statement of profit and loss as
follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Loss/(gain) on
(243.04) 1,839.30 747.27 1,074.47 (179.27)
settlement
259
The particulars of derivative contracts entered into for hedging foreign currency risks outstanding as at
March 31, are as under:
` Million
Sr. Category of Notional amount
derivative As at 31-03- As at 31-03- As at 31-03- As at 31-03 As at 31-03-
instruments 2015 2014 2013 2012 2011
a) Forward contracts 58,583.85 29,493.37 34,906.68 24,887.27 16,516.52
for receivables
b) Option contracts - 480.00 1,954.26 3,663.00 5,351.40
Un-hedged foreign currency exposures as at March 31 are as under:
` Million
Sr. Un-hedged foreign currency As at 31- As at 31- As at 31- As at 31- As at 31-
exposures 03- 2015 03-2014 03- 2013 03 2012 03-2011
1 Receivables including firm 30,013.24 49,989.21 36,877.48 41,528.92 24,612.73
2 Payables including firm 24,474.93 33,388.42 30,283.47 28,868.62 18,455.74
3. The Company has made provision, as required under the applicable law or accounting standard for
material foreseeable losses on long term derivative contracts
4. Leases
Finance leases
In accordance with Accounting Standard 19 Leases issued by the Institute of Chartered Accountants
of India, the assets acquired under finance leases on or after April 1, 2001 are capitalised and a loan
liability is recognised for an equivalent amount. Consequently depreciation is provided on such leases.
Lease rentals paid are allocated to the liability and the interest is charged to statement of profit and loss.
Operating leases
The Company has taken employee used cars under non-cancellable operating leases. The rental
expense in respect of operating leases and the future rentals payable are as follows:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Rental expense of operating lease 134.79 179.63 108.18 23.92 39.05
Minimum lease payments
- Payable not later than 1 year 73.43 167.38 147.27 158.75 115.95
- Payable after 1 year but not later 474.16 865.59 442.80 202.92 399.91
than 5 years
Total 547.59 1,032.97 590.07 361.67 515.86
5. Segmental reporting
The Company had 3 business segments. Services cluster includes Banking & Financial services,
Insurance, Media & Entertainment, Travel & Logistics and Healthcare. Industrials cluster includes Hi
Tech and Consumer Electronics, Consumer, Retail & Pharma, Energy & Process, Automobile &
Aerospace, Plant Equipment & Industrial Machinery, Utilities and Engineering & Construction.
Telecom segment refers to Product Engineering Services (PES) which is a part of discontinued
business (refer annexure IV C (6)). The Company has presented its segment results accordingly.
(i) Revenues represented along industry classes comprise the primary basis of segmental
information set out in these financial statements. The revenue and operating profit by segment
is as under:
260
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Revenue
Telecom 99.42 3,853.34 4,235.82 3,789.39 3,386.28
Revenue from 49,780.36 49,204.98 38,514.39 31,820.15 23,911.76
Operations
Segmental profit
Telecom 9.72 856.31 1,254.71 1,126.75 757.08
Segmental operating 11,589.51 13,241.72 10,728.59 9,525.68 6247.50
profit
Unallocable expenses 1,544.94 1,768.89 2,023.68 2,628.05 2,309.40
(net)
Other income 915.00 (833.18) 221.04 95.84 715.11
Finance cost 104.19 305.34 208.12 342.42 96.48
Depreciation 741.55 589.03 508.88 449.80 406.28
Amortisation of 837.85 710.72 722.80 598.83 400.47
intangible assets
Profit before 9,275.98 9,034.56 7,486.15 5,602.42 3,749.98
extraordinary items
and tax
Restatement 6.35 (75.56) 121.19 138.12 147.24
adjustments
Restated profit before 9,282.33 8,959.00 7,607.34 5,740.54 3,897.22
extraordinary items
and tax
261
(ii) Segmental reporting of revenues on the basis of the geographical location of the customers is as under:
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Continuing Discontinued Total Continuing Discontinued Total Continuing Discontinued Total
business business business business business business
North 34,097.77 - 34,097.77 30,533.28 1,771.37 32,304.65 23,958.31 1,834.22 25,792.53 21,796.72 15,995.37
America
Europe 8,862.74 99.42 8,962.16 9,151.48 336.41 9,487.89 6,266.61 107.58 6,374.19 5,137.05 3,857.47
Asia Pacific 1,199.12 - 1,199.12 1,161.06 982.37 2,143.43 788.03 1,358.72 2,146.75 1,801.30 1,543.64
India 2,075.90 - 2,075.90 1,530.53 760.45 2,290.98 1,252.25 924.27 2,176.52 2,112.21 1,500.83
Rest of the 3,445.41 - 3,445.41 2,975.29 2.74 2,978.03 2,013.37 11.03 2,024.40 972.87 1,014.45
world
Revenue 49,680.94 99.42 49,780.36 45,351.64 3,853.34 49,204.98 34,278.57 4,235.82 38,514.39 31,820.15 23,911.76
from
operations
Fixed assets used and liabilities contracted for performing the Companys business have not been identified to any of the above reported segments as the
fixed assets and services are used interchangeably among segments.
262
6. As part of business restructuring undertaken within Larsen & Toubro Group, it was decided to
consolidate the engineering services businesses under a separate subsidiary of Larsen & Toubro
Limited, called L&T Technology Services Limited (LTTSL). Pursuant to this, the Company initiated
and completed the transfer of its Product Engineering Services (PES) Business Unit to LTTSL
effective 1 January, 2014. The PES business was transferred by way of slump sale for total purchase
consideration of ` 4,895.27 Mn based on fair valuation carried out by external chartered accountants.
The purchase consideration was determined based on the Discounted Cash Flow (DCF) method of
valuation of business. GDA Technologies Inc., USA (GDA Inc.), a wholly owned subsidiary of Larsen
& Toubro Infotech Limited was a part of PES business with synergy in terms of the end customers they
serve, primarily the semiconductor companies. Over last few years, the performance of GDA Inc. was
affected due to the recession which impacted the end customers resulting in falling revenues and
operational losses. Subsequent to the transfer of PES business, it was therefore decided to wind up this
subsidiary. Accordingly, certain IP (Intellectual properties) owned by GDA Inc. were transferred to
LTTSL at a fair valuation carried out by external chartered accountants.
The Indian subsidiary of GDA Inc. called GDA Technologies Limited, India was taken over by Larsen
& Toubro Infotech Limited based on fair valuation carried out by external chartered accountants.
Consequently GDA Inc. was wound up in USA with effect from 28 March 2014.
The Companys subsidiary, Larsen & Toubro Infotech GmbH, also had PES business. PES business
transfer in Germany was dependent upon LTTSL registering its branch in Germany. The German
branch of LTTS became operational in the month of May, 2014. Since valuation of PES business in
Germany is required to be carried out as per German laws, Business Transfer Agreement was signed
between Larsen & Toubro Infotech GmbH and LTTSL, for transfer of PES business in Germany
effective September 1, 2014.
The PES business in Germany was transferred by way of slump sale for total purchase consideration of
` 129.20 Mn based on fair valuation carried out by external valuer based in Germany. The purchase
consideration was determined based on the Discounted Cash Flow (DCF) method of valuation of
business.
The following assets and liabilities have been transferred to L&T Technology Services Limited:
` Million
2014-15 2013-14
Tangible assets 76.61

Intangible assets 26.47
Long term loans and advances 90.45
Current assets 45.96 1,126.04
Current liabilities and provisions (10.71) (479.64)
Net current assets 35.25 646.40
Total assets transferred 35.25 839.93

Less:
Other long term liabilities - 130.34
Hedging reserve - (389.15)
Net Assets transferred 35.25 1,098.74
The results of discontinued business are as under:
` Million
For the period April 2014-August 2014 2013-14 2012-13
Total revenues 99.42 3,853.34 4,235.82
Total expenses (89.70) (3,360.14) (3,528.04)
Profit before taxes 9.72 493.20 707.78
Income taxes (1.69) (129.25) (191.54)
Profit after tax 8.03 363.95 516.24
263
Extra -ordinary item
The above has given rise to extraordinary items being recognised in the financial statements
` Million
2014-15 2013-14
a) Profit on sale of PES business unit to L&T Technology Services Limited 93.95 3,796.97
b) Goodwill arising out consolidation of GDA Technologies has been written - (381.08)
off due to winding up of GDA technologies Inc.
c) Residual amount on winding up of GDA Technologies Inc. - 2.65
d) Capital gains tax on extra ordinary items (14.87) (416.12)
e) Extra ordinary gain (net of tax) 79.08 3,002.42
f) Goodwill written off due to winding up of GDA Technologies Inc. - (605.10)
g) Net extra ordinary gain 79.08 2,397.32
7(i) During the year ended 31 March, 2011, the Company entered into an agreement with Citigroup Fund
Services Canada (CFSC) Inc. to purchase its business of providing Information Technology platform.
With this transaction, the Company acquired the IT platform to bolster its ability to provide end -to-end
technology services to its clients. To give effect to this acquisition, a wholly owned subsidiary "CF
L&T FTServ Financial Technologies Services Inc." was incorporated by CFSC Inc. under Canada
Business Corporation Act and the company acquired 100% stake in the same for total cash
consideration of ` 2,806.32 Mn on 1 January 2011. After acquisition the name of the company has
been changed to "L&T Infotech Financial Services Technologies Inc."
7(ii) The Company has acquired equity share capital of Larsen And Toubro Infotech South Africa
(Proprietary) Limited on 25 July 2012.
7(iii) The Company has formed a new entity L&T Information Technology Services (Shanghai) Co.
Limited in Peoples Republic of China on 28 June 2013. Investment in this entity is not denominated
in number of shares as per laws of the Peoples Republic of China.
7(iv) On October 16, 2014, the Company acquired entire share capital of Information Systems Resource
Centre Private Limited (ISRC), thereby making it a wholly owned subsidiary. ISRC is engaged in
software services with respect to application development, information technology support and
maintenance services to OTIS Elevator Company Inc. (OTIS) and certain other group companies of
OTIS, which are part of United Technologies Corporation (UTC) group. The Company believes that
acquisition will strengthen its relationship with UTC group. The acquisition was executed through a
share purchase agreement for a consideration of ` 806.96 Mn.
The Board of Directors of the Company and ISRC have approved the scheme of amalgamation of
ISRC with the Company on October 17, 2014 and December 04, 2014, respectively, with October 17,
2014 as the appointed date. Accordingly, a petition for sanctioning the scheme of amalgamation has
been filed with the Honble High Court of Judicature at Bombay and approval from Honble High
Court is awaited.
Pending approval from the Honble High Court, the financial statements of ISRC have been
consolidated in line with Accounting Standard (AS) 21 Consolidated Financial Statements.
Consequently, goodwill of ` 614.56 Mn has been accounted in the books.
264
Annexure V: Restated consolidated statement of share capital
` Million
2015 2014 2013 2012 2011
(a) Authorised : 163.75 163.75 163.75 163.75 163.75

32,750,000 equity - - - - -
shares of ` 5 each
Issued, paid up and - - - - -
subscribed
32,250,000 equity 161.25 161.25 161.25 161.25 161.25
shares for ` 5 each
EQUITY SHARE 161.25 161.25 161.25 161.25 161.25
CAPITAL
The Company has split shares of face value of `5 to face value of ` 1 on 22 June 2015.
(b) Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of ` 5 per share. Each holder of
equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian
rupees.
The amount of interim dividend distributed to equity shareholder was as follows:
`
2014-15 2013-14 2012-13 2011-12 2010-11
Dividend per share 149 171 94 79 47
(c) Shareholders holding more than 5% of equity shares as at the end of the year:
All the equity shares are held by Larsen & Toubro Limited, the holding company
(d) Reconciliation of the number of equity shares & share capital
There was no movement in the number of equity shares during these five years.
(e) Shares reserved for issue under options outstanding as at the end of the year on un-issued share
capital :
Particulars As at 31- As at 31- As at 31- As at 31- As at 31-

03-2015 03-2014 03-2013 03-2012 03-2011
Exercise Number of equity shares of face value of ` 5 to be issued as
Price fully paid
#Employee stock options 25 393,003 393,003 393,003 393,003 393,003
granted and outstanding 10 1,873,467 1,880,484 2,155,197 2,179,953 2,203,092
under Employee Stock
Ownership Scheme ESOS
Plan
Employees Stock $12 90,100 90,100 90,100 90,100 83,700
Ownership Scheme 2006
U.S. Stock Option Sub-Plan
(Sub-Plan)
# Refer annexure no. V (h) (1)
(f) The aggregate number of equity shares allotted as fully paid up by way of bonus shares in immediately
preceding five years ended March 31, 2015 are Nil.
265
(g) The aggregate number of equity shares issued pursuant to contract, without payment being received in
cash in immediately preceding five years ended March 31, 2015 Nil.
(h) Stock option plans
1. Employee Stock Ownership Scheme (ESOS Plan)
Under the Employee Stock Ownership Scheme (ESOS), options outstanding are as follows:
Year 2014-15 2013-14 2012-13 2011-12 2010-11

The grant of options to the employees under ESOS is on the basis of their performance and other
eligibility criteria. Each option entitles the holder to exercise the right to apply for and seek allotment
of one equity share of ` 5 each.
All vested options can be exercised on the first exercise date as may be determined by the
Compensation Committee prior to date of IPO. The details of the grants under the aforesaid scheme are
summarised below:-
ESOP Series I,II & III

2014-15 2013-14 2012-13 2011-12 2010-11
1 Grant price (`) 25 25 25 25 25
2 Options granted and outstanding at the 393,003 393,003 393,003 393,003 393,003
3 Options granted during the year - - - - -
4 Options cancelled/ lapsed during the - - - - -

year
5 Options exercised and shares allotted - - - - -

during the year
6 Options granted and outstanding at the 393,003 393,003 393,003 393,003 393,003
end of the year
of which -
Options vested 393,003 393,003 393,003 393,003 393,003
Options yet to vest - - - - -
ESOP Series IV-XXI

2014-15 2013-14 2012-13 2011-12 2010-11
1 Grant price (`) 10 10 10 10 10
2 Options granted and outstanding at the 1,880,484 2,155,197 2,179,953 2,203,092 2,191,456
3 Options granted during the year - - - - 35,000
4 Options cancelled/ lapsed during the 7,017 274,713 24,756 23,139 23,364
year
5 Options exercised and shares allotted - - - - -

during the year
6 Options granted and outstanding at the 1,873,467 1,880,484 2,155,197 2,179,953 2,203,092
end of the year
of which -
Options vested 970,917 970,917 970,917 970,917 970,917
266
ESOP Series IV-XXI
2014-15 2013-14 2012-13 2011-12 2010-11
Options yet to vest 902,550 909,567 1,184,280 1,209,036 1,232,175
2. Employees Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan (Sub-Plan)
The Company had instituted the Employees Stock Ownership Scheme 2006 U.S. Stock Option Sub-
Plan (Sub-Plan) for the employees and Directors of its erstwhile subsidiary, GDA Technologies, Inc,
USA. The term of option was 5 years from the date of grant. As per vesting schedule, the options had
to vest over a period of five years, subject to fulfilment of certain conditions specified in the respective
non-statutory stock option agreement. Each option entitles the holder to exercise the right to apply for
and seek allotment of one equity share of ` 5 each at an exercise price of USD 12 per share. Under the
said plan, options granted, outstanding and vested as at the end of the year are as follows:
Year 2014-15 2013-14 2012-13 2011-12 2010-11

Number of options 90,100 90,100 90,100 90,100 83,700
With effect from 1 April 2010 all employees of GDA Technologies Inc. have been transferred to the
rolls of Larsen & Toubro Infotech Limited and deputed to GDA Technologies Inc. Hence the liability
towards stock option amounting to ` 27.70 Mn (` 23.22 Mn transferred to general reserve and ` 4.48
Mn was charged to statement of profit and loss) was created in the books in FY 2010-11.
3. Employees stock options granted and outstanding as at the end of the year on unissued share capital
represent options as follows:
Year 2014-15 2013-14 2012-13 2011-12 2010-11

267
Annexure VI: Restated consolidated statement of reserves and surplus
` Million
03-2015 03-2014 03-2013 03-2012 03-2011
1. General reserve
As per last balance sheet 4,490.26 3,580.26 2,976.78 2,476.78 2,100.00
Less : ESOP liability of GDA Technologies - - - - 23.22
Inc. charged to general reserve on transfer
of employees to Larsen & Toubro Infotech
Limited payroll
Add : transferred from statement of profit - 910.00 603.48 500.00 400.00
and loss
4,490.26 4,490.26 3,580.26 2,976.78 2,476.78
2 Hedging reserve
Opening balance (2,923.11) (2,694.39) (2,663.11) (658.42) (595.85)
Deduction/(addition) during the year 2,556.14 (228.72) (31.28) (2,004.69) (62.57)
(366.97) (2,923.11) (2,694.39) (2,663.11) (658.42)
3 Security premium reserve 1,181.24 1,181.24 1,181.24 1,181.24 1,181.24
4 Profit and loss account
Opening balance 12,223.28 10,301.84 8,695.73 7,825.32 6,682.82
Add: profit for the year 7,691.61 9,283.42 5,737.26 4,331.48 3,310.01
Less: depreciation charged against retained 12.27 - - - -
earnings
Add : deferred tax charged against retained 2.17 - - - -
earnings
19,904.79 19,585.26 14,432.99 12,156.80 9,992.83
Less: appropriations
(a) General reserve - 910.00 603.48 500.00 400.00
(b) Interim dividend 4,805.25 5,514.75 3,031.50 2,547.75 1,515.75
(c) Tax on dividend 906.32 937.23 496.17 413.32 251.76
Balance to be carried forward 14,193.22 12,223.28 10,301.84 8,695.73 7,825.32
5 Foreign Currency Translation Reserve
(FCTR)
Opening Balance 631.60 521.65 372.95 62.01 (13.46)
Add: transfer (365.53) 109.95 148.70 310.94 75.47
Closing balance 266.07 631.60 521.65 372.95 62.01
Employee stock options outstanding
6
As per last balance sheet 338.41 338.41 338.74 339.07 278.68
Add: addition during the year - - - - 61.05
Less : deductions during the year - - 0.33 0.33 0.66
338.41 338.41 338.41 338.74 339.07
7 Deferred employee compensation expense
As per last balance sheet - (2.27) (9.98) (29.52) (35.38)
Add: addition during the year - - - - (61.05)
Less : deductions during the year - (2.27) (7.71) (19.54) (66.91)
- - (2.27) (9.98) (29.52)
RESERVES AND SURPLUS 20,102.23 15,941.68 13,226.74 10,892.35 11,196.48
268
Annexure VII : Restated consolidated statement of long-term borrowings
` Million
2015 2014 2013 2012 2011
Long-term
borrowings
Secured loans*
Term loans from 138.89 266.29 361.90 452.22 -
bank
138.89 266.29 361.90 452.22 -
*Details of secured loans long-term

Nature of term Rate of Repayment terms Prepayment Security offered
loan interest charges
External USD Repayable in equal half-yearly No charges Secured against
commercial LIBOR (3 instalments of USD 1.11 million applicable on hypothecation of the
borrowings months) + each commencing from 19 October prepayment Companys movable
(ECB) 2.5% 2012 and ending on 14 October fixed assets
2016.
269
Annexure VIII : Restated consolidated statement of deferred tax
(i) Deferred tax liabilities
` Million
Particulars Deferred tax asset/(liability)
03-2015 03-2014 03-2013 03-2012 03-2011
Depreciation / amortisation (411.15) (528.30) (581.05) (504.63) (66.21)
Gain on derivative transactions (304.09) - - -
Branch profit tax (323.40) (234.68) - -
Total (1,038.64) (762.98) (581.05) (504.63) (66.21)
Deferred tax assets
Non capital losses and deferred 234.65 296.44 - -
expenses
Provision for doubtful debts and 7.19 3.04 - -
advances
Provision for employee benefits 60.50 49.64 - - 0.57
Loss on derivative transactions 498.30 - - -
Others (0.03) 0.01 373.85 386.35 38.22
Total 800.61 349.13 373.85 386.35 38.79
Net deferred tax liability (238.03) (413.85) (207.20) (118.28) (27.42)
(ii) Deferred tax assets
` Million
Particulars Deferred tax asset/(liability)
03-2015 03-2014 03-2013 03-2012 03-2011
Depreciation / amortisation 0.69 0.76 0.58 (28.25) (41.08)
Allowance on Income received in advance (2.27) - - - -
Others (1.85) (2.47) (2.48)
Total (1.58) 0.76 (1.27) (30.72) (43.56)
Deferred tax assets
Provision for doubtful debts and advances - - 15.75 9.03 56.70
Provision for employee benefits 3.53 1.13 44.59 42.99 35.21
Income received in advance 2.34 - - - -
Depreciation / amortisation 5.72 - - - -
Others 0.28 - - - 9.71
Total 11.87 1.13 60.34 52.02 101.62
Net deferred tax assets 10.29 1.89 59.07 21.30 58.06
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Amount charged to statement of Profit 35.76 261.85 46.99 119.79 (54.27)
and loss
Charged to hedge reserve 194.21 - - -
270
Annexure IX : Restated consolidated statement of other long-term liabilities and long term provisions
(A) Other long-term liabilities
` Million
2015 2014 2013 2012 2011
Forward contract 447.46 673.92 1,170.20 1,955.48 768.69
payable
Other payables 90.89 55.19 86.68 66.71 46.97
538.35 729.11 1,256.88 2,022.19 815.66
(B) Long-term provisions
` Million
2015 2014 2013 2012 2011
Provisions for
employee benefits
Post retirement 103.71 88.63 90.69 42.10 36.23
medical benefits
Provision for - 42.43 3.61 9.15 -
interest rate
guarantee(PF)
103.71 131.06 94.30 51.25 36.23
271
Annexure X: Restated consolidated statement of short-term borrowings and current maturities of long-
term borrowings
(A) Short-term borrowings
` Million
2015 2014 2013 2012 2011
Secured loans*
Other loans from 600.00 26.86 1,093.97 1,411.45 589.33
banks
Unsecured loans
Other loans from 1,297.48 673.84 759.91 768.17 567.90
banks
Inter corporate 1,000.00
borrowings (holding
company)
1,897.48 700.70 1,853.88 2,179.62 2,157.23
` Million
*Details of secured loans short term
Nature Amount Rate of Repayment terms Prepayment Security offered
of term outstanding as interest charges
loan on 31 March
2015
Packing 100.00 9.5%
credit 62.50 USD
LIBOR (3
months) +
0.3% Full amount None Secured against
125.00 USD payable on maturity hypothecation of the
LIBOR (1 alongwith interest Companys accounts
month) + for the period. receivable
0.3% Prepayment
312.5 USD charges will be
LIBOR (6 subject to Banks
month) + discretion
0.2%
Except as at 31 March 2011, there are no short-term borrowings from holding company (subsequently
repaid). There are no borrowings from other related parties.
(B) Current maturities of long-term borrowings
` Million
2015 2014 2013 2012 2011
Long-term
borrowings
Secured loans*
Term loans from 138.89 133.14 120.63 56.53 -
bank
138.89 133.14 120.63 56.53 -
* Refer annexure VII for security and other terms and conditions of the loans.
272
Annexure XI: Restated consolidated statement of trade payables, other current liabilities and short-term
provisions
(A) Trade payables
` Million
2015 2014 2013 2012 2011
Trade payables
Due to holding 174.22 188.25 573.43 360.02 507.76
company
Due to fellow - 117.45 - - -
subsidiaries
Due to others 2,545.25 2,109.10 1,491.75 1,655.00 1.572.07
2,719.47 2,414.80 2,065.18 2,015.02 2,079.83
(B) Other current liabilities
` Million
2015 2014 2013 2012 2011
Forward contract 89.22 2,289.49 1,642.22 985.59 167.70
payable
Interest accrued but 2.41 2.29 2.96 4.10
not due on
borrowings
Other payables 1,631.85 1,444.11 875.16 722.64 668.96
1,723.48 3,735.89 2,520.34 1,712.33 836.66
(C) Short-term provisions
` Million
2015 2014 2013 2012 2011
Provisions for
employee benefits
Gratuity 97.33 29.39 88.01 140.68 53.69
Compensated 455.72 396.65 333.13 269.89 236.37
absences
Post retirement 0.24 0.16 0.12 0.09 0.12
medical benefits
Others 2,236.75 1,765.32 1,353.62 1,186.09 939.40
2,790.04 2,191.52 1,774.88 1,596.75 1,229.58
Other provisions
Income-tax 14.70 174.42 0.46 10.99 886.78
Others* 10.70 10.70 10.70 10.70 10.70
Total 2,815.44 2,376.64 1,786.04 1,618.44 2,127.06
* Disclosure pursuant to Accounting Standard (AS) 29 Provisions, Contingent Liabilities and

Contingent Assets

2015 2014 2013 2012 2011
1 Provision for sales 4.00 4.00 4.00 4.00 4.00
tax
2 Provision for 6.70 6.70 6.70 6.70 6.70
others
Total provision 10.70 10.70 10.70 10.70 10.70
Nature of provisions:
273
i) Provision for sales tax pertains to claim made by the authorities on certain transaction of
capital nature for the year 2002-03.
ii) Provision for others represents liabilities relating to matters in dispute.
274
Annexure XII: Restated consolidated statement of investments
` Million
As at As at As at As at As at
31-03- 31-03- 31-03- 31-03- 31-03-
2015 2014 2013 2012 2011
Trade investments (at cost)
Long term investment
100,000 fully paid equity shares of USD 1 (` 53) in - - - - -
Pan Health, USA
Non trade investments

Investments in mutual funds - - - 20.00 60.39
Total non current investments - - - 20.00 60.39
275
Annexure XIII: Restated consolidated statement of long-term loans and advances
` Million
2015 2014 2013 2012 2011
Considered good
Premia on forward contracts 874.90 768.15 823.03 479.04 1,001.23
Deposits 372.39 378.28 207.53 290.29 238.85
Capital advances 6.64 42.10 82.19 12.15 46.34
Advance tax current year (net 35.65 - - - -

of provision)
Advances recoverable in cash 1,150.21 1,346.31 818.82 585.31 508.31
or in kind
2,439.79 2,534.84 1,931.57 1,366.79 1,794.73
There are no long-term loans and advances to related parties including directors and holding company.
276
Annexure: XIV: Restated consolidated statement of current investments
` Million
2015 2014 2013 2012 2011
Investment in mutual 1,035.51 1,687.77 486.63 570.51 1,031.39
funds
Details of quoted investments:
` Million
Particulars Amount As Amount As Amount As Amount As Amount As
at 31-03-2015 at 31-03-2014 at 31-03-2013 at 31-03-2012 at 31-03-2011
Aggregate amount of quoted
current investments and market
value thereof
Book value 1,035.51 1,687.77 486.63 570.51 1,031.76
Market value 1,037.02 1,706.11 487.98 577.02 1,031.39
277
Annexure XV : Restated consolidated statement of trade receivables
` Million
2015 2014 2013 2012 2011
Trade receivables
Unsecured
Debts outstanding for a period
exceeding six months
Considered good 65.16 49.93 110.73 505.69 537.51
Considered doubtful 175.30 34.33 95.74 61.24 228.38
240.46 84.26 206.47 566.93 765.89
Other debts
Considered good
- Due from fellow subsidiaries 87.91 - 28.09 17.19 62.03
- Others 10,748.09 9,259.93 7,271.70 6,322.62 4,660.71
11,076.46 9,344.19 7,506.26 6,906.74 5,488.63
Less : Allowance for bad and (175.30) (34.33) (95.74) (61.24) (228.38)
doubtful debts
10,901.16 9,309.86 7,410.52 6,845.50 5,260.25
There are no receivables from holding company and directors.
278
Annexure XVI : Restated consolidated statement of unbilled revenue, cash and bank and short-term
loans and advances
(A) Unbilled revenue
Unbilled revenues comprise revenue recognised in relation to services performed in accordance with
contract terms but not billed.
(B) Cash and bank balances
` Million
Cash and Bank As at 31- As at 31- As at 31- As at 31- As at 31-
03-2015 03-2014 03-2013 03-2012 03-2011
Cash on hand 0.67 0.56 0.76 0.73 0.37
Balances with banks
- in current accounts
Overseas 1,078.30 843.10 647.93 650.14 454.39
Domestic 235.72 236.18 18.80 184.91 93.91
Remittances in transit 221.58 177.02 423.24 124.26 255.17
Fixed deposits (maturity less than 3 125.57 212.89 1.18 148.50 445.99
months )
1,661.84 1,469.75 1,091.91 1,108.54 1,249.83
Other bank balance
Fixed deposit with bank with more - - - 150.00 210.00
than 3 months but less than 12
months maturity
Cash and bank balance not available 347.37 119.36 101.81 62.55 2.58
for immediate use*
2,009.21 1,589.11 1,193.72 1,321.09 1,462.41
* Other bank balance not available for immediate use being in nature of security for guarantees
issued by bank on behalf of the Company, collaterals etc.
(C) Short-term loans and advances
` Million
2015 2014 2013 2012 2011
Considered good
Loans against mortgage of 0.10 0.20 0.54 0.23 0.42
house property
Premia on forward contracts 1,723.63 1,146.85 594.63 1,025.41 168.09
Interest receivable 6.86 8.47 5.14 12.77 28.87
Deposits 126.43 59.61 147.31 37.14 67.96
Advance tax current year 163.04 6.71 27.06 20.33 -
(net of provision)
Advances recoverable in
cash or in kind
-Considered good 3,534.46 2,411.99 2,051.64 1,745.52 2,329.01
-Considered doubtful 6.06 4.85 4.85 10.27 13.98
Less : Allowance for (6.06) (4.85) (4.85) (10.27) (13.98)
doubtful advances
5,554.52 3,633.83 2,826.32 2,841.40 2,594.35
There are no short-term loans and advances given to related parties including directors and holding
company.
279
Annexure XVII: Restated consolidated statement of other income
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Income from current investment in mutual funds 141.26 79.58 103.75 87.03 106.66
Profit on sale of fixed assets - 1.81 2.98 3.32 12.23
Foreign exchange gain/(loss) 667.81 (1,048.05) (19.25) (107.05) 480.62
Provision no longer required for doubtful debts - - - 4.59 2.33
Miscellaneous income 83.12 58.57 103.58 73.36 46.11
915.00 (833.18) 221.04 95.84 715.11
280
Annexure XVIII : Restated consolidated statement of other expenses
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
(A) Employee benefit expenses
Salaries including overseas staff expenses 28,056.30 26,246.94 21,323.31 17,467.94 13,549.39
Staff welfare 799.93 938.79 759.82 696.97 605.62
Contribution to provident and other funds 249.93 320.42 252.37 233.69 183.79
Contribution to superannuation fund 44.71 38.67 56.35 89.94 86.92
Contribution to gratuity fund 91.86 36.75 94.08 146.76 59.78
29,242.73 27,581.57 22,485.93 18,635.30 14,485.50
(B) Operating expenses

Communication expenses 168.11 176.54 117.52 108.99 121.21
Lease finance charges 112.16 108.92 110.44 133.73 -
Consultancy charges 3,458.95 3,607.47 2,053.84 1,709.73 1,559.18
Cost of software packages for own use 403.65 397.26 326.01 250.64 185.40
Cost of bought-out items for resale 742.76 548.28 272.10 249.58 276.73
Raw materials consumed - 53.04 40.09 122.61 75.45
4,885.63 4,891.51 2,920.00 2,575.28 2,217.97
(C) Sales, administration and other expenses

Travelling and conveyance 1,202.05 1,198.54 999.71 866.01 790.71
Rent and establishment expenses 1,459.43 1,458.28 1,419.26 1,163.27 940.69
Telephone charges and postage 344.52 360.70 315.48 277.04 259.46
Legal and professional charges 562.58 657.06 326.00 315.37 279.66
Printing and stationery 29.21 25.97 25.54 28.26 25.85
Advertisement 92.69 68.94 36.71 49.73 39.30
Entertainment 57.29 50.34 32.12 26.57 24.16
Recruitment expenses 132.70 99.39 74.30 81.59 78.60
Repairs to building 135.43 104.47 105.14 93.85 68.63
Repairs to computers 93.16 96.34 101.55 86.72 70.95
General repairs and maintenance 253.51 242.63 165.79 113.86 83.86
Power and fuel 290.26 309.52 283.10 237.29 267.88
Equipment hire charges 10.19 7.67 7.83 11.00 13.48
Insurance charges 165.74 117.52 116.00 78.89 68.22
Rates and taxes 358.46 217.15 113.23 113.63 80.41
Allowance for doubtful debts and advances 190.47 8.33 84.30 18.28 14.56
Bad debts 39.13 66.58 42.72 178.50 33.68
Less : Provision written back (39.13) (66.58) (42.81) (179.06) (29.62)
Commission paid 0.62 18.15 13.69 7.11 7.97
Books, periodicals and Subscriptions 29.09 11.41 28.12 14.26 10.36
Directors fees 0.93 0.40 0.52 0.62 0.58
Commission to director 3.60 3.73 4.46 2.56 -
Loss on sale of fixed assets 7.18 - - - -
Miscellaneous expenses 181.97 193.01 147.62 114.97 107.72
Amortisation of cost of long term projects * 6.35 9.52 3.17 11.62 33.08
5,607.43 5,259.07 4,403.55 3,711.94 3,270.19
* Cost incurred for long term projects mainly comprise of legal and employee related costs to secure long
term projects.
281
Annexure XIX : Restated consolidated statement of finance cost
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Interest paid on
Fixed loans 46.94 101.32 87.18 49.85 24.18
On others 9.29 0.82 10.50 11.00 42.18
Lease finance charges - 0.03 - 0.40 0.45
56.23 102.17 97.68 61.25 66.81
Exchange (gain)/loss on borrowings (net) 47.96 203.17 110.44 281.17 29.67
104.19 305.34 208.12 342.42 96.48
282
Annexure XX : Restated consolidated statement of provision for taxation
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
Current tax on continuing operations 2,141.09 1,979.11 1,685.09 1,529.03 879.12
MAT credit entitlement for current year (505.04) (188.82) - - (278.48)

MAT credit entitlement for earlier years - (2.09) - (277.90) -
Provision for earlier year/excess provision for (5.60) (107.17) (54.09) 38.14 40.84
earlier year written back
Total current taxes (a) 1,630.45 1,681.03 1,631.00 1,289.27 641.48
Current tax on discontinued operations (b) 1.69 129.25 191.54 - -
*Capital gains tax on sale of PES business unit 14.87 592.68 - - -

MAT credit entitlement on capital gains tax for - (176.56) - - -
current year
Capital gain tax on sale of PES business (c) 14.87 416.12 - - -

Current tax (a) +(b)+(c) 1,647.01 2,226.40 1,822.54 1,289.27 641.48
283
Annexure XXI : Restated consolidated statement of contingent liabilities
` Million
2014-15 2013-14 2012-13 2011-12 2010-11
1. Income-tax liability that may arise in respect of 1,167.47 910.03 48.22 44.31 47.77
which the Company is in appeal*
2. Corporate guarantee given on behalf of 5,395.70 5,681.29 5,445.98 3,572.98 3,173.80
subsidiary**
3. Service tax refund disallowed, in respect of which 4.52 - - - -
the company is in process of filing appeal #
4. Bill discounted with banks - - 59.71 157.62 -
5. Sales tax liability, in respect of which the 1.28 - - - -
Company is in appeal
6. Legal notice served by a vendor for unpaid dues, 0.02
disputed by the Company
6,568.99 6,591.32 5,553.91 3,774.91 3,221.57
* Out of contingent tax liability for FY 2014-15, `1,099.79 Mn (including interest of `263.71 Mn), for FY
2013-14, ` 866.26 Mn (including interest of ` 240.57 Mn), for FY 2012-13, ` 29.63 Mn (including interest
of ` 18.59 Mn), for FY 2011-12, ` 25.72 Mn (including interest of ` 18.59 Mn), for FY 2010-11, ` 31.85
Mn (including interest of `15.92 Mn) pertains to the tax demand arising on account of disallowance of
exemption under section 10A on profits earned by STPI Units on onsite export revenue. The Company is
pursuing appeal against these demands before the relevant Appellate Authorities.
The Company believes that its position is likely to be upheld by Appellate Authorities and considering the
facts, the ultimate outcome of these proceedings is not likely to have material adverse effect on the results
of operations or the financial position of the Company.
** (a) The Company has given a corporate guarantee on behalf of its wholly owned subsidiary, L&T Infotech
Financial Services Technologies Inc., Canada. The guarantee is for performance of all obligations by
L&T Infotech Financial Services Technologies Inc., Canada in connection with the long term annuity
services contracts obtained by them. The obligation under this guarantee is limited in aggregate to the
amount of CAD 70,000,000.
(b) The Company has given a corporate guarantee on behalf of its subsidiary, Larsen And Toubro Infotech
South Africa (Proprietary) Limited The guarantee is for performance of all obligations by Larsen And
Toubro Infotech South Africa (Proprietary) Limited in connection with the Application Testing Service
contract. The obligation under this guarantee is limited in aggregate to the amount of USD 31,414,785.
# The Company had filed refund of accumulated service tax credit in accordance with relevant CENVAT
credit Rules. However, the department has disallowed certain portion of such refunds considering the same
as ineligible, as not related with export and output services. The Company is in process of filing appeal
against these disallowances before the relevant Authorities and hopeful of getting a favourable order.
For FY 2011-12
Two terminated employees in USA had initiated litigation against the Company in FY 2011-12. The processes
of the litigations were at the initial stages. While the Companys management believed that it had a valid
defense against the allegations made, management was neither able to predict the final outcome of the
proceedings nor was it possible to estimate the monetary impact of an adverse decision. Management, however,
did not reasonably expect that these litigations, when concluded and determined, will have any material and
adverse effect on the operations or the financial position of the Company. The matter has since been concluded.
284
Annexure XXII : Restated consolidated statement of related parties
(A) Key management Personnel:
Name Status
Mr. V K Magapu Managing Director
Mr. Chandrashekar Kakal Chief Operating Officer & Executive Director*
Mr. K R L Narasimham Executive Director**
Mr. Vivek Chopra Chief Executive (Industrials Cluster) & Executive Director***
Dr. Mukesh Aghi Chief Executive (Services Cluster) & Executive Director #
Mr. Sunil Pande Executive Director$
* Appointed as Executive Director w.e.f. July 21, 2014
** Ceased to be Director w.e.f. the close of working hours of April 7, 2015
*** Ceased to be Director w.e.f. the close of working hours of December 31, 2014
#
Ceased to be Director w.e.f. the close of working hours of February 28, 2015
$
Appointed as Executive Director w.e.f. January 10, 2015
(B) List of related parties with whom there were transactions during any of the five years FY 2014-15, FY
2013-14, FY 2012-13, FY 2011-12, FY 2010-11:
Name Relationship
Larsen & Toubro Limited Holding Company
L&T MHPS Turbine Generators Private Limited Fellow Subsidiary
L&T Seawoods Limited Fellow Subsidiary
L&T - MHPS Boilers Private Limited Fellow Subsidiary
Larsen & Toubro (East Asia) SDN,BHD Fellow Subsidiary
L&T Modular Fabrication Yard LLC Fellow Subsidiary
L&T Howden Private Limited Fellow Subsidiary
L&T-Valdel Engineering Limited Fellow Subsidiary
Larsen & Toubro ATCO Saudia LLC Fellow Subsidiary
L&T Hydrocarbon Engineering Limited* Fellow Subsidiary
TAMCO Switchgear (Malaysia) SDN. BHD Fellow Subsidiary
L&T Electricals and Automation Saudi Arabia Company Limited LLC Fellow Subsidiary
L&T Finance Limited Fellow Subsidiary
L&T General Insurance Company Limited Fellow Subsidiary
L&T Infrastructure Development Projects Limited Fellow Subsidiary
L&T Power Development Limited Fellow Subsidiary
L&T Sapura Shipping Private Limited Fellow Subsidiary
L&T Power Limited Fellow Subsidiary
L&T-Sargent & Lundy Limited Fellow Subsidiary
L&T Realty Limited Fellow Subsidiary
L&T BPP Tollway Limited Fellow Subsidiary
Larsen & Toubro Kuwait Construction General Contracting Company, With Fellow Subsidiary
Limited Liability
Larsen & Toubro Heavy Engineering LLC Fellow Subsidiary
Larsen & Toubro Electromech LLC Fellow Subsidiary
L&T Infrastructure Finance Company Limited Fellow Subsidiary
L&T Metro Rail (Hyderabad) Limited Fellow Subsidiary
L&T Kobelco Machinery Private Limited Fellow Subsidiary
L&T Cutting Tools Limited Fellow Subsidiary
L&T Technology Services Limited** Fellow Subsidiary
L&T Valves Limited Fellow Subsidiary
Larsen & Toubro Hydrocarbon International Limited LLC Fellow Subsidiary
L&T Investment Management Limited Fellow Subsidiary
285
Name Relationship
L&T Construction Equipment Limited Fellow Subsidiary
Larsen & Toubro LLC Fellow Subsidiary
L&T Devihalli Hassan Tollway Limited Fellow Subsidiary
Larsen and Toubro Saudi Arabia LLC Fellow Subsidiary
Nabha Power Limited Fellow Subsidiary
L&T Electrical & Automation FZE Fellow Subsidiary
* This company was demerged from Larsen & Toubro Limited into new entity named L&T
Hydrocarbon Engineering Limited effective April 2013. Transactions from 1 April 2010 to 31
March 2013 are including under holding company whereas transactions from 1 April 2013 to 31
March 2015 are shown separately as fellow subsidiary.
** Integrated Engineering Services (IES) unit from Larsen & Toubro Limited was transferred to L&T
Technology Services Limited effective April 2014. Transactions from 1 April 2010 to 31 March
2014 are including under holding company whereas transactions for FY 2014-15 are shown
separately as fellow subsidiary.
(C) Restated consolidated statement of related party transactions:
` Million
Transaction 2014-15 2013-14 2012-13 2011-12 2010-11
Transaction
Sale of services / products 352.00 635.68 422.83 346.70 430.78
Holding Company
- L&T General Insurance Company Limited - 29.49 51.42 47.61 76.18
- L&T Power Limited - 30.41 33.93 49.56 -
- Larsen & Toubro LLC - 29.48 - - -
- L&T Finance Limited - - 22.68 - -
- L&T Construction Equipment Limited - - 15.89 - -
- L&T Metro Rail (Hyderabad) Limited 60.14 - - - -
- L&T Modular Fabrication Yard LLC - - - 22.87
- Larsen and Toubro Saudi Arabia LLC - - - - 35.75
- TAMCO Switchgear (Malaysia) SDN. - - - - 29.07
BHD
- L&T Hydrocarbon Engineering Limited 59.13 49.94 - - -
Sale of assets
Holding Company - 17.13 30.52 23.66 68.06
- Larsen & Toubro Limited 17.13 30.52 23.66 68.06
- L&T Technology Services Limited - 11.73 - - -
Purchase of services
Holding Company 1,034.96 1,754.22 1,428.88 1,079.56 842.00
- Larsen & Toubro Limited 1,034.96 1,754.22 1,428.88 1,079.56 842.00
Fellow subsidiaries 788.45 234.22 - - 8.73
- L&T Technology Services Limited 788.45 234.22 - -
- L&T-Valdel Engineering Limited - - - - 8.73
Overheads charged by
Holding Company 125.82 212.29 220.11 253.40 168.25
- Larsen & Toubro East Asia 24.43 - - 1.75 -
- L&T Electrical & Automation FZE 5.81 - - - -
286
Transaction 2014-15 2013-14 2012-13 2011-12 2010-11
- Larsen & Toubro Kuwait Construction 10.76 10.19 5.41 3.44 -
Limited Liability
- L&T Power Limited - - 1.27 - -
- L&T Electromech LLC - - - 1.89 -
- L & T Electricals Saudi Arabia Co. - - 0.92 -
- L&T Finance Limited - - - - 3.94
Overheads charged to
Holding Company 65.57 373.21 341.52 513.56 390.26
- L&T Hydrocarbon Engineering limited - 47.17 - - -
- L&T Power Limited - - 0.13 2.04
- L&T-Valdel Engineering Limited - - - 8.13 2.76
- L&T Infrastructure Development Projects - - - - 2.09
Limited
- L&T Power Development Limited - - - - 1.02
Commission received from

Holding Company - 14.70 5.93 0.98 4.82
Lease rent paid

- L&T Finance Limited 0.52 1.41 2.70 8.56 16.21
Commission paid to
Holding Company - 16.70 11.70 - -
- Larsen & Toubro Limited - 16.70 11.70 - -
Fellow subsidiaries 0.62 - - - -

- Larsen &Toubro Kuwait Construction 0.62 - - - -
Limited Liability
Interest paid
Holding Company - 1.90 0.01 32.72 23.05
Interest received
Holding Company - 53.43 - - -
- Larsen & Toubro Limited - 53.43 - - -
Unsecured loan given to

Holding Company - 4,500.00 - - -
- Larsen & Toubro Limited - 4,500.00 - - -
Unsecured loan taken from

Holding Company - 400.00 - - 1,000.00
- Larsen & Toubro Limited - 400.00 - - 1,000.00
Trade receivables
Holding Company 0.01 2.54 9.87 0.34 -
287
Transaction 2014-15 2013-14 2012-13 2011-12 2010-11
Trade payables
Holding Company 174.23 190.79 583.30 360.36 507.76
Interim dividend paid

Holding company 4,805.25 5,514.75 3,031.50 2,547.75 1,515.75
288
Annexure XXIII : Restated consolidated statement of accounting ratios
(A) Basic and diluted earnings per share (EPS) at face value of ` 5
2014-15 2013-14 2012-13 2011-12 2010-11

Restated profit after tax (` 7,612.53 6,886.10 5,737.26 4,331.48 3,310.01
Million)
shares outstanding
Basic EPS (`) 236.05 213.52 177.90 134.31 102.64
2014-15 2013-14 2012-13 2011-12 2010-11

shares outstanding
Add : weighted average 1,454,020 1,454,020 1,454,020 1,454,020 1,447,620
number of potential equity
shares on account of employee
options
shares outstanding
Diluted EPS (`) 225.86 204.31 170.22 128.52 98.23
2014-15 2013-14 2012-13 2011-12 2010-11

Million)
shares outstanding
Basic EPS (`) 238.50 287.86 177.90 134.31 102.64
2014-15 2013-14 2012-13 2011-12 2010-11

shares outstanding
options
shares outstanding
Diluted EPS (`) 228.21 275.44 170.22 128.52 98.23
(B) Basic and diluted earnings per share (EPS) at face value of ` 1
2014-15 2013-14 2012-13 2011-12 2010-11

Million)
shares outstanding
Basic EPS (`) 47.21 42.70 35.58 26.86 20.53
2014-15 2013-14 2012-13 2011-12 2010-11

shares outstanding
289
2014-15 2013-14 2012-13 2011-12 2010-11
options
shares outstanding
Diluted EPS (`) 45.17 40.86 34.04 25.70 19.65
2014-15 2013-14 2012-13 2011-12 2010-11

Million)
shares outstanding
Basic EPS (`) 47.70 57.57 35.58 26.86 20.53
2014-15 2013-14 2012-13 2011-12 2010-11

shares outstanding
options
shares outstanding
Diluted EPS (`) 45.64 55.09 34.04 25.70 19.65
22 June 2015. Consequently disclosure of EPS is given both before and after the split for convenience
of readers.
(C) Net asset value per share at face value of ` 5
2014-15 2013-14 2012-13 2011-12 2010-11

(D) Net asset value per share at face value of ` 1
2014-15 2013-14 2012-13 2011-12 2010-11

22 June 2015. Consequently disclosure of net asset value per share is given both before and after the
split for convenience of readers.
(E) Return on net worth
2014-15 2013-14 2012-13 2011-12 2010-11

Million)
Average net worth 18,183.20 14,745.46 12,220.80 11,205.67 10,558.51
Return of net worth % 41.9% 46.7% 46.9% 38.7% 31.3%
1) Earnings per share (Basic) = Net profit attributable to equity shareholders

Weighted average number of equity shares outstanding during
the year
290
2) Earnings per share (Diluted) = Net profit attributable to equity shareholders
Weighted average number of diluted equity shares outstanding
during the year
3) Net asset value per share = Net worth at the end of the year
Equity shares outstanding at the end of the year
4) Return on net worth = Net profit after tax

Average net worth (average for two years)
291
Annexure XXIV: Restated consolidated capitalisation statement
` Million
Particulars Pre issue as As adjusted for IPO
at 31st March, 2015 (Refer note below)
Secured loans 877.78 877.78
Unsecured loans 1,297.48 1,297.48
Total debt 2,175.26 2,175.26
Shareholders' funds
Share capital (A) 161.25 161.25
Reserves and surplus (B) 20,102.23 20,102.23
- General reserve 4,490.25 4,490.25
- Hedging reserve (366.97) (366.97)
- Securities premium reserve 1,181.24 1,181.24
- Profit and loss account 14,193.22 14,193.22
- Employee stock options outstanding 338.41 338.41
Total shareholders' funds 20,263.48 20,263.48

(A) + (B)
Debt equity ratio 0.11 0.11
(Number of times)
Note: Larsen and Toubro Limited (the holding company) is proposing to offer the equity shares of the Company
to the public by way of an initial public offering. Hence there will be no change in the shareholders funds post
issue.
292
Annexure XXV : Restated consolidated statement of dividend paid
` Million
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Dividend paid on equity shares

Rate of dividend (%) (Face value of ` 5 per share) 2,980% 3,420% 1,880% 1,580% 940%
Dividend paid per share (Face value of ` 5 per share) 149.00 171.00 94.00 79.00 47.00
Dividend paid on equity shares 4,805.25 5,514.75 3,031.50 2,547.75 1,515.75
Tax on dividend paid 906.32 937.23 496.17 413.32 251.76

SHARP & TANNAN
by the hand of
Firdosh D. Buchia
Partner
Mumbai
Date: July 27, 2015
293
FINANCIAL INDEBTEDNESS
Our Company has availed loans in the ordinary course of business for the purposes of meeting working capital
requirements.
Set forth below is a brief summary of our aggregate borrowings as of June 30, 2015:
Category of borrowing Sanctioned Amount (in Outstanding amount (in

million) million) as on June 30, 2015
Borrowings of our Company
A. Fund based borrowings
Term loans
Secured 490.66 212.15
Working capital loans
Secured 900.00 763.74
Unsecured 3,070.00 1,081.97
B. Non fund borrowings
Bank guarantees 1,120.00 772.65
Total 5,580.66 2,830.51
Borrowings of L&T Infotech Financial Services Technologies Inc.

A. Fund based borrowings
Secured 359.71* -
B. Non fund borrowings
Total 359.71* -
*As on June 30, 2015, no amount of secured loan sanctioned to LTIFST has been availed by LTIFST.
Principal terms of the borrowings availed by us:
1. Interest: In terms of the loans availed by us, the interest rate is typically base rate plus basis points as
specified by a given lender.
2. Tenor: The tenor of the working capital limits typically ranges from three months to six months and five
years for the term loan.
3. Security: In terms of our borrowings where security needs to be created, we are typically required to create
security by way of hypothecation of book debts and receivables and charge on movable fixed assets of our
Company. There may be additional requirements for creation of security under the various borrowing
arrangements entered into by us.
4. Re-payment: The working capital facilities are typically repayable on maturity date. Some of our lenders
typically have a right to modify or cancel the facilities without prior notice and require immediate
repayment of all outstanding amounts. The repayment period for our term loan is in equal half yearly
instalments.
5. Covenants: Borrowing arrangements entered into by our Company contain certain covenants to be fulfilled
by our Company, including:
a) Submission of financial statements to our lenders, within a specified period;
b) Notification to our lenders upon entering into any amalgamation, consolidation, demerger, merger and
upon breach of any of the covenants of the borrowing arrangements;
c) Refraining from changing our financial year end from the date we have currently adopted, refraining
from reducing our Promoters shareholding in our Company to below 51%, refraining from selling,
letting out, transferring or disposing off all or substantial part of our assets without prior written
consent of our lender and refraining from declaring dividends or distributing profits except where the
instalments of principal and interest payable to a particular lender is being paid regularly and there are
294
no irregularities in relation thereto; and
d) Compliance of the financial covenants including in relation to maintenance of minimum net debt to
EBITDA ratio, minimum tangible net worth, minimum fixed asset cover and maximum net gearing.
6. Events of Default: Borrowing arrangements entered into by our Company contain standard events of
default, including:
a) Change in constitution of our Company which would in the opinion of the bank would adversely
affect the interest of the bank;
b) Cross defaults;
c) Material adverse change to the business, assets or condition of our Company which is likely to have a
material adverse effect on the financial condition of our Company; and
d) Breach of the obligations under any term of the relevant agreement or any other borrowing agreement
entered into by our Company.
This is an indicative list and there may be additional terms that may amount to an event of default under
the various borrowing arrangements entered into by us.
295
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
restated consolidated financial information as of the Financial Years ended March 31, 2015, 2014 and 2013,
including the notes thereto and reports thereon, each included in this Draft Red Herring Prospectus, and our
assessment of the factors that may affect our prospects and performance in future periods. Our restated
financial information included in this Draft Red Herring Prospectus is prepared under Indian GAAP, in
accordance with requirements of the Companies Act, 2013, as amended, and restated in accordance with the
SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other
countries. Accordingly, the degree to which our Restated Financial Statements beginning on page 192 of this
Draft Red Herring Prospectus will provide meaningful information to a prospective investor in countries other
than India is entirely dependent on the readers level of familiarity with Indian GAAP. This discussion and
analysis contains forward-looking statements that reflect our current views with respect to future events and our
financial performance. Our actual results may differ materially from those anticipated in these forward-looking
statements. As such, you should also read Risk Factors and Forward Looking Statements beginning on
pages 19 and 18, respectively, which discuss a number of factors and contingencies that could affect our
financial condition and results of operations.
Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year
are to the 12 months ended March 31 of that year.
The USD financial information included in this Draft Red Herring Prospectus has not been audited but has
been reviewed by our auditors, and is based on internally generated information derived from our management
information systems. Accordingly, there can be no assurance that, had an audit been conducted in respect of
such USD financial information, the financial information presented therein would not have been materially
different, and investors should therefore construe such financial information accordingly.
Overview
largest Indian IT services company in terms of export revenues. Our clients comprise some of the worlds
largest and well-known organisations, including 41 of the Fortune Global 500 companies.
We offer an extensive range of IT services to our clients in diverse industries such as banking and financial
services, insurance, energy and process, consumer packaged goods, retail and pharmaceuticals, media and
entertainment, hi-tech and consumer electronics and automotive and aerospace. Our range of services include
application development, maintenance and outsourcing, enterprise solutions, infrastructure management
services, testing, digital solutions and platform-based solutions. We serve our clients across these industries,
leveraging our domain expertise, diverse technological capabilities, wide geographical reach, an efficient global
delivery model, thought partnership and new age digital offerings.
We were incorporated in 1996 and are headquartered in Mumbai, India. We leverage the strengths and heritage
of our Promoter, Larsen & Toubro Limited, a leading Indian conglomerate in engineering, construction,
manufacturing, finance and technology. The L&T group provides us with access to professionals with deep
industry knowledge in the sectors in which we do business. We have also inherited from the L&T group its
corporate and business culture and corporate governance practices, which in our view places us in good stead in
relation to our business. In addition, we benefit from our Business-to-IT Connect model, which we derive
from the commonality of business verticals with our Promoter. For further details, see Our Business Our
Competitive Strengths Strong domain focus enabling Business-to-IT Connect from pages 119 to 120.
business. Besides India, we provide services globally and the percentage of our revenue from continuing
operations from North America, Europe, Asia Pacific and the rest of the world amounted to to 68.6%, 17.9%,
2.4% and 6.9%, respectively. As of June 30, 2015, we had 22 Delivery Centres and 42 sales offices globally.
As part of a business restructuring exercise conducted by our Promoter, all engineering services businesses of
our Promoter have been consolidated under a separate subsidiary of our Promoter, LTTSL. As part of this
restructuring, on January 1, 2014, we sold and transferred the assets and liabilities of our PES Business to
LTTSL. Our PES Business was responsible for the operations of our telecom cluster, providing IT services and
296
solutions to our clients in the telecommunication sector. For further details on our PES Business, see Our
Business Notable Developments on page 133.
Note Regarding Non-Comparability of Results of Operations
As part of a business restructuring exercise conducted by the L&T group, our PES Business has been
consolidated under a separate subsidiary of our Promoter, LTTSL. For further details of the restructuring, see
Our Business- Notable Developments on page 133. As a result of this restructuring, and as a consequence of
the timing of the transfer of businesses in Germany being different from that in other countries, we have
recognised certain revenues and expenses relating to our PES Business for a nine-month period in Financial
Year 2014 (excluding the operations in Germany of our PES Business, which have been included in the
Restated Financial Statements for Financial Year 2014 for a full twelve-month period) and a five-month period
in Financial Year 2015 (in relation to the operations in Germany of our PES Business), as results of
discontinued operations in our restated consolidated financial information presented in this Draft Red Herring
Prospectus. Our results of operations for Financial Year 2013 reflect the recognition of revenues and expenses
from our PES Business for a full twelve-month period, results of which are shown as results of discontinued
operations in Financial Year 2014. Moreover, Financial Year 2013 demonstrates results of discontinued
operations for comparative purposes only to Financial Year 2014 notwithstanding the fact that there was no
restructuring of our PES Business in Financial Year 2013. In addition, while our restated consolidated financial
information discloses summary results from these discontinued operations as distinct from the results of our
continuing operations, certain line items in our profit and loss account do not draw this distinction. For example,
our employee benefits expense, which is the most significant item of expenditure in our profit and loss account,
does not separately disclose those expenses attributable to continuing operations and those expenses attributable
to discontinued operations. As a result of the foregoing, our total results of operations for the three Financial
Years presented herein are not comparable with one another.
Significant Factors Affecting Our Results of Operations
Our results of operations have been, and will be, affected by many factors, some of which are beyond our
control. This section sets out certain key factors that our management believes have historically affected our
results of operations during the period under review, or which could affect our results of operations in the future.
Client relationships
Client relationships are at the core of our business. We have a history of high client retention and derive a
significant proportion of our revenues from repeat business (defined as repeat business generated in the
preceding Financial Year) built on our successful execution of prior engagements. In Financial Years 2015,
2014 and 2013, we generated 98.1%, 96.9% and 97.5%, respectively, of our revenue from continuing operations
from existing clients. In addition, we are dependent on certain key clients who may exert pricing pressure upon
us. For further details, see Our Business- Our Competitive Strengths- Established long- term relationships with
our clients, Our Business- Key Client Relationships, Risk Factors- Our revenue depends to a large extent on
a limited number of clients, and our revenue could decline if we lose a major client. on pages 120, 138 and 27,
respectively.
As a client relationship matures and deepens, we seek to maximise our revenues and profitability by expanding
the scope of IT services offered to that client with the objective of winning more business from our clients,
particularly in relation to our more substantive and value-added IT service offerings. To do this, we take part in
client analysis to identify opportunities with our portfolio of existing clients, and use our relevant industry and
service line experience to market additional offerings to our clients. We view this approach as important in order
to re-evaluate the relevance and criticality of our IT service offerings to our clients businesses as they grow and
evolve, as well as an opportunity to further strengthen and build long-term relationships with such clients. We
believe that our ability to establish and strengthen client relationships and expand the scope of IT services we
offer to clients will be an important factor in our future growth and our ability to continue increasing our
profitability.
Composition of revenue portfolio
Our ability to achieve growth in our revenues is dependent on composition of the proportion of work performed
onsite and offshore through our global delivery model (see Our Business Global Delivery Model from pages
133 to 134).
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Our offshore export revenues consist of revenues from IT services performed in our facilities in India. Our
onsite export revenues consist of revenues from software services performed at clients premises or from our
Delivery Centres outside India. Onsite export services typically generate higher revenues than the same services
performed offshore, and our profit margins are typically higher if work is performed offshore as compared to
onsite. Accordingly, the mix of IT services performed onsite and offshore has an impact on our ability to
achieve higher profit margins. We regularly monitor the proportion of work performed onsite and offshore on a
project-by-project, client-by-client basis and at an overall organisation level in order to achieve an optimal level
of revenues and margins.
The following table shows the proportionate contribution from our onsite and offshore export revenue for the
periods indicated:
Percentage of export revenue from

continuing operations
Financial Financial Financial
Year 2015 Year 2014 Year 2013
Onsite...................................................................................... 51.8% 53.9% 53.3%
Offshore .................................................................................. 48.2% 46.1% 46.7%
In addition, our growth and margin performance will depend on the potential demand for IT services and
solutions in the business segments in which we operate and on the composition of our revenues across business
segments, including the geographic composition of revenues, the industrial vertical composition of revenues and
the IT service offerings composition of revenues. For example, our strategic focus on high growth IT service
offerings such as emerging technologies and IMS offerings. For further details, see Our Business Our
Business Strategies Continue to focus on emerging technologies and Our Business Expand our focus on
infrastructure management services each on page 123 is likely to have an impact on our ability to generate
higher business in the future.
Further, a key part of our strategy is to focus on business verticals and geographical locations where we believe
IT spend is high, or will increase, in the future. With respect to our business verticals, we expect growth in
relation to our banking and financial services, insurance and energy and process business verticals. With respect
to our geographies, we are aiming to expand our presence outside of the United States and Europe (with certain
notable exceptions, including the Nordic region and Germany, where we intend to continue expanding our
presence) in markets that in our view offer high potential for our IT service offerings. These include Australia,
Singapore, Japan, South Africa, India and the Middle East. For further details, see Our Business Our
Business Strategies Expanding our geographical presence from pages 123 to 124.
Our ability to sustain increasing revenues and margins will be dependent on our ability to maintain an optimal
mix of revenues generated onsite and offshore and from our business verticals, service lines and the geographies
in which we do business, and to successfully implement these strategies.
Employees and employee costs
A principal component of our ability to compete effectively is our ability to attract and retain qualified
employees. Our number of employees increased to 19,479 as of March 31, 2015 from 17,627 as of March 31,
2014 (in each case, excluding our PES Business).
The principal component of the overall cost of our sales is employee benefits expenses, which, in Financial Year
2015, constituted 57.7% of our total income. Wage costs in India, including in the IT services industry, have
historically been more competitive than wage costs in the United States, Europe and other developed economies.
However, if wage costs in India continue to increase at a rate faster than in the United States, Europe and other
developed economies due to competitive pressures, we may experience a greater increase in our employee costs,
thereby eroding one of our principal cost advantages over competitors in the United States, Europe and other
developed economies, as well as other offshore services destinations such as China, the Philippines, Eastern
Europe and Latin America. In addition, our ability to manage our employee benefit expenses will also be
heavily impacted by our onshore and offsite export revenue mix, as well as our resource mix.
In addition, as we continue to invest in the recruitment and retention of sales and administration staff in line
with our growth and expand our markets. For details, see Our Business Our Business Strategies Expanding
our geographical presence from pages 123 to 124, we are likely to incur costs in relation to our market
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penetration, sales and marketing initiatives, and for the recruitment of sales and administrative employees
located in India and overseas.
Our Company has granted 3,165,205 options to the eligible employees under the Existing Employee Stock
Option Plans. As of date of this Draft Red Herring Prospectus, no options have been exercised by the employees
and ex-employees of our Company under the ESOP Scheme, 2000 or U.S Sub-Plan, 2006. As of date of this
Draft Red Herring Prospectus, the total options outstanding under the ESOP Scheme, 2000 are 2,300,845 or
10,781,910 after adjustment of split of equity shares of our Company from face value of 5 each to 1 each.
As of date, the total options outstanding under the U.S Sub-Plan, 2006 are 90,100 or 450,500 after adjustment of
split of equity shares of our Company from face value of 5 each to 1 each.
Our Company has also instituted ESOP Scheme, 2015 for issue of options to eligible employees which may
result in issue of Equity Shares of up to five % of the paid up capital of our Company. As of the date of this
Draft Red Herring Prospectus, no options have been granted under the ESOP Scheme, 2015. Any issuance of
Equity Shares pursuant to the Existing Employee Stock Option Plans and the ESOP Scheme 2015 will result in
a charge to our income statement equal to the product of number of options granted and the difference between
the fair market value of the options as on the date of grant and the exercise price of the options on the exercise
date. This charge will be proportionate to the vesting period. For further details, see Capital Structure from
pages 86 to 92.
Foreign currency fluctuations
Since our key clients are foreign corporate and the majority of our revenues are generated outside of India (see
Managements Discussion and Analysis of Financial Condition and Results of Operations Results of
Operations Segmental Reporting Geographic segmentation below) we are exposed to translation and
transaction foreign exchange risks (see Risk Factors Exchange rate fluctuations in various currencies in
which we do business could negatively impact our business, financial condition and results of operations on
page 23). Although we partly benefit from a natural hedge for our foreign currency revenues against our foreign
currency expenses, we also have an exposure to foreign exchange rate risk in respect of revenues or expenses
entered into in a currency where corresponding expenses or revenues are denominated in different currencies.
Such transactions are generally denominated in USD, Euro, Canadian Dollars and British Pound Sterling. For
further details in relation to our unhedged receivables and payables, see Annexure IV (C) (2) in our consolidated
Restated Financial Statements in Financial Statements from page 259 to 260. We manage, in part, our foreign
exchange risk by entering into forward contracts. For Financial Years 2015, 2014 and 2013, we experienced a
net foreign exchange gain of 667.81 million, net foreign exchange loss of 1,048.05 million, and net foreign
exchange loss of 19.25 million, respectively. For further information, see Managements Discussion and
Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about
Market Risk - Foreign Currency Exchange Rate Risk on page 314.
In addition, the overall competitiveness of the Indian IT industry in the global market is also significantly
dependent on favourable exchange rates. Any significant appreciation of the Rupee against foreign currencies,
especially the USD and the Euro, is likely to have an impact on our ability to compete effectively with
international competitors, and maintain or grow our profit margin.
Tax benefits for Indian IT companies
We have historically benefited from the direct and indirect tax benefits given by the Government for the export
of IT services from SEZs, including for our business. As a result, a substantial portion of our profits is exempt
from income tax leading to a lower overall effective tax rate than that which we would otherwise enjoy if we
were doing business outside SEZs, and we will continue to enjoy these benefits in the near future. Our effective
tax rate was 18.0% in Financial Year 2015. For further details, see Risk Factors If there is a change in tax
regulations, our tax liabilities may increase and thus adversely affect our financial position and results of
operations. We would indeed realise lower tax benefits if the special tax holiday scheme for units set up in
special economic zones is substantially modified from pages 30 to 31.
Until March 31, 2011, direct and indirect tax benefits were also available for the export of IT services from
software development centres registered under the STPI Scheme, including for our business. As of March 31,
2011 onwards, we have enjoyed only indirect tax benefits for our business through software development
centers registered under the STPI Scheme.
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The effect of the sale and transfer of our PES Business
For further information on the restructuring effected by the L&T group, see Managements Discussion and
Analysis of Financial Condition and Results of Operations Note Regarding Non-Comparability of Results of
Operations, Our Business Notable Developments and Annexure IV (C) (6) to our consolidated Restated
Financial Statements for Financial Year 2015 in Financial Statements on pages 297, 133 and from pages 263
to 264, respectively.
As a result of the restructuring, we have recognised profit on the sale and transfer of our PES Business in
Financial Years 2015 and 2014 as an extraordinary item, which will not recur in Financial Year 2016 or in other
future financial periods. In addition, we have also recognised revenues from the discontinued operations of our
PES Business for Financial Years 2015, 2014 and 2013, which we will not recognise in Financial Year 2016 or
in other future financial periods. Accordingly, the results of operations presented herein may not be comparable.
Results of Operations
The following table shows a breakdown of our results of operations (including results from our discontinued
operations) and each item as a percentage of total income for the periods indicated:
For Financial Year
2015 2014 2013
% of total ( % of total ( % of total
( millions) income millions) income millions) income
Income
Revenue from operations 49,780.36 98.2% 49,204.98 101.7% 38,514.39 99.4%
Other income 915.00 1.8% (833.18) (1.7)% 221.04 0.6%
Total Income ................................................... 50,695.36 100% 48,371.80 100.0% 38,735.43 100.0%
Expenses
Employee benefit expenses 29,242.73 57.7% 27,581.57 57.0% 22,485.93 58.1%
Operating expenses 4,885.63 9.6% 4,891.51 10.1% 2,920.00 7.5%
Sales, administration and other expenses 5,607.43 11.1% 5,259.07 10.9% 4,403.55 11.4%
Total Expenses ................................................ 39,735.79 78.4% 37,732.15 78.0% 29,809.48 77.0%
Operating profit ............................................. 10,959.57 21.6% 10,639.65 22.0% 8,925.95 23.0%
Finance costs 104.19 0.2% 305.34 0.6% 208.12 0.5%

Depreciation on tangible assets 741.55 1.5% 589.03 1.2% 508.88 1.3%
Amortisation of intangible assets 837.85 1.7% 710.72 1.5% 722.80 1.9%
1,683.59 3.3% 1,605.09 3.3% 1,439.80 3.7%
Profit before extraordinary items and tax 9,275.98 18.3% 9,034.56 18.7% 7,486.15 19.3%
Profit from continuing operations before tax 9,266.26 18.3% 8,541.36 17.7% 6,778.37 17.5%
Tax expenses for continuing operations

- Current tax 1,630.45 3.2% 1,681.03 3.5% 1,631.00 4.2%
- Deferred tax 35.76 0.07% 261.85 0.5% 46.99 0.1%
1,666.21 3.3% 1,942.88 4.0% 1,677.99 4.3%
Profit from continuing operations after tax 7,600.05 15.0% 6,598.48 13.6% 5,100.38 13.2%
Profit from discontinued operations before 9.72 0.02% 493.20 1.0% 707.78 1.8%
tax
Tax expenses for discontinued operations
- Current tax 1.69 0.003% 129.25 0.3% 191.54 0.5%
Profit from discontinued operations after tax 8.03 0.02% 363.95 0.8% 516.24 1.3%
Profit for the year before minority interest .. 7,608.08 15.0% 6,962.43 14.4% 5,616.62 14.5%
Minority Interest 1.90 0.004% 0.77 0.002% 0.55 0.001%
Net profit before extraordinary item ............ 7,606.18 15.0% 6,961.66 14.4% 5,616.07 14.5%
Extraordinary items (net of tax) 79.08 0.2% 3,002.42 6.2% - -
Net profit after tax before restatement 7,685.26 15.2% 9,964.08 20.6% 5,616.07 14.5%
adjustments .....................................................

- Amortisation of goodwill - - (85.08) (0.2%) 137.06 0.4%
300
- Provision for tax - - - - - -
- Amortisation of cost of long-term projects 6.35 0.01% 9.52 0.02% (15.87) (0.04%)
Extraordinary items:
- Goodwill written off - - (605.10) (1.3%) - -

Net profit before extraordinary items as 7,612.53 15.0% 6,886.10 14.2% 5,737.26 14.8%
restated
Extraordinary items (net of tax) as restated . 79.08 0.2% 2,397.32 5.0% - -
Net profit after tax as restated....................... 7,691.61 15.2% 9,283.42 19.2% 5,737.26 14.8%
Segmental Reporting
Our segmental reporting comprises business and geographic segmentation.
Business segmentation
We report our continuing business operations in two business segments, which we term clusters: an industrials
cluster (comprising the business verticals of energy and process, consumer packaged goods, retail and
pharmaceuticals, hi-tech and consumer electronics, automotive and aerospace, plant equipment, and utilities,
engineering and construction) and a services cluster (comprising the business verticals of banking and financial
services, insurance, media and entertainment, travel and logistics and other miscellaneous business verticals).
The business units within each cluster include certain horizontals from an organisational structure perspective,
which are responsible for serving clients across both clusters. See Our Business Operations beginning on
page 124 for further information on our business clusters. In addition, our results of operations presented in this
Draft Red Herring Prospectus also include a third cluster, our telecom segment, which constitutes our
discontinued operations. See Managements Discussion and Analysis of Financial Condition and Results of
Operations Significant Factors Affecting Our Results of Operations The effect of the sale and transfer of our
PES Business on page 300.
The following table shows a breakdown of our segmental revenue by our business clusters, with each item
represented as a percentage of revenue from operations for the periods indicated:
For Financial Year
2015 2014 2013
% of % of % of
revenue revenue revenue
from ( from ( from
( millions) operations millions) operations millions) operations
Revenue from operations
Industrials Cluster ............................................ 23,391.05 47.0% 22,902.67 46.6% 16,609.06 43.1%
Services Cluster................................................ 26,289.89 52.8% 22,448.97 45.6% 17,669.51 45.9%
Telecom Cluster1 .............................................. 99.42 0.2% 3,853.34 7.8% 4,235.82 11.0%
Total revenue from operations ...................... 49,780.36 100% 49,204.98 100.0% 38,514.39 100.0%
1
Revenue from operations from our telecom cluster represents revenue from our discontinued operations, and will not be recognised
in future periods. See Managements Discussion and Analysis of Financial Condition and Results of Operations Significant
Factors Affecting Our Results of Operations The effect of the sale and transfer of our PES Business above.
The following table shows a breakdown of our segmental operating profit by our business clusters, with each
item represented as a percentage of total operating profit for the periods indicated:
For Financial Year
2015 2014 2013
% of total % of total % of total
operating ( operating ( operating
( millions) profit millions) profit millions) profit
Segmental Profit
Industrials Cluster ............................................ 6,123.58 52.8% 7,477.77 56.5% 5,378.29 50.1%
Services Cluster................................................ 5,456.21 47.1% 4,907.64 37.1% 4,095.59 38.2%
Telecom Cluster1 .............................................. 9.72 0.1% 856.31 6.4% 1,254.71 11.7%
Segmental Operating Profit ........................... 11,589.51 100% 13,241.72 100.0% 10,728.59 100.0%
1
Operating profit from our telecom cluster represents operating profit from our discontinued operations, and will not be recognised in
future periods. See Managements Discussion and Analysis of Financial Condition and Results of Operations Significant Factors
Affecting our Results of Operations The effect of the sale and transfer of our PES Business above.
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Geographic segmentation
Our revenues are generated from four main geographic markets: North America, Europe, Asia Pacific and India.
We present our revenues by client location based on the location of the specific client site that we serve,
irrespective of the location of the headquarters of the client or the location of the delivery center where the work
is performed. See Our Business Geographies from pages 134 to 137 for further details of our clients.
The following tables show a breakdown of our revenue from continuing operations and discontinued operations
separately, on the basis of the geographic location of our clients, with each item represented as a percentage of
revenue from continuing operations for the periods indicated:
For Financial Year

2015 2014 2013
% of % of % of
from from from
continuing continuing continuing
( millions) operations ( millions) operations ( millions) operations
North America 34,097.77 68.6% 30,533.28 67.3% 23,958.31 69.9%
Europe 8,862.74 17.9% 9,151.48 20.1% 6,266.61 18.2%
Asia Pacific 1,199.12 2.4% 1,161.06 2.6% 788.03 2.3%
India 2,075.90 4.2% 1,530.53 3.4% 1,252.25 3.7%
Rest of the world 3,445.41 6.9% 2,975.29 6.6% 2,013.37 5.9%
Revenue from continuing 49,680.94 100% 45,351.64 100.0% 34,278.57 100.0%
operations (A) ................................................. (A)
For Financial Year

2015 2014 2013
% of % of % of
from from from
discontinued ( discontinued ( discontinued
( millions) operations millions) operations millions) operations
North America - - 1,771.37 46.0% 1,834.22 43.3%
Europe 99.42 100.0% 336.41 8.7% 107.58 2.5%
Asia Pacific - - 982.37 25.5% 1,358.72 32.1%
India - - 760.45 19.7% 924.27 21.8%
Rest of the world - - 2.74 0.1% 11.03 0.3%
Revenue from discontinued operations 99.42 100% 3,853.34 100% 4,235.82 100%
(B)
Revenue from Operations (A + B) ........ 49,780.36 - 49,204.98 - 38,514.39 -
Results of discontinued operations
Our consolidated Restated Financial Statements include results of our discontinued operations, before the sale
and transfer of our PES Business to LTTSL (see Managements Discussion and Analysis of Financial
Condition and Results of Operations Significant Factors Affecting Our Results of Operations - The effect of
the sale and transfer of our PES Business and Managements Discussion and Analysis of Financial Condition
and Results of Operations - Note Regarding Non-Comparability of Results of Operations above).
The following table shows a summary breakdown of results of our discontinued operations, with each item
represented as a percentage of the total thereof for the periods indicated:
For Financial Year
2015 2014 2013
( (
( millions)1 millions)2 millions)3
302
Total revenues from operations 99.42 3,853.34 4,235.82
Total expenses (89.70) (3,360.14) (3,528.04)
Profit before taxes 9.72 493.20 707.78
Income taxes (1.69) (129.25) (191.54)
Profit after taxes 8.03 363.95 516.24
1
Includes results of operations for five months, from April 1, 2014 to August 30, 2014. See Managements Discussion and Analysis of
Financial Condition and Results of Operations Significant Factors Affecting Our Results of Operations The effect of the sale and
transfer of our PES Business above.
2
Includes results of operations for nine months, from April 1, 2013 to December 31, 2013. See Managements Discussion and
Analysis of Financial Condition and Results of Operations Significant Factors Affecting Our Results of Operations The effect of
the sale and transfer of our PES Business above.
3
Includes results of operations for twelve months for Financial Year 2013. See Managements Discussion and Analysis of Financial
Condition and Results of Operations Significant Factors Affecting Our Results of Operations The effect of the sale and transfer of
our PES Business above.
Components of Income and Expenses
The components of our income and expenses are as set forth below:
Income
Our revenue comprises revenue from operations and other income.
Revenue from operations
Our revenue from operations comprises revenue from continuing operations and revenue from discontinued
operations.
Revenue from continuing operations
We generate revenue from our continuing operations through time-and-materials contracts and fixed-price
contracts by providing IT services and solutions to our clients in our industrials and services clusters.
Revenue from discontinued operations
Our revenue from discontinued operations comprises revenue generated by providing IT services and solutions
to our clients in our telecom cluster, which was sold and transferred to LTTSL. See Managements Discussion
and Analysis of Financial Condition and Results of Operations- Significant Factors Affecting Our Results of
Operations The effect of the sale and transfer of our PES Business.
Other income
Our other income primarily consists of income from investments in mutual funds, profit on sale of fixed assets,
interest received, foreign exchange gains (or losses) and miscellaneous income.
Expenses
Our expenses comprise expenses attributable to continuing operations and expenses attributable to discontinued
operations.
Expenses attributable to continuing operations
Our expenses attributable to continuing operations include employee benefit expenses, operating expenses,
sales, administration and other expenses, finance costs, depreciation and amortisation, and tax expenses.
Employee benefit expenses
Employee benefit expenses comprise salaries (including overseas staff expenses); staff welfare; contributions to
provident and other funds; contributions to superannuation funds and contributions to gratuity funds.
Operating expenses
303
Operating expenses comprise communication expenses; operating lease charges; consultancy charges; cost of
software packages for own use; insurance; and the cost of bought-out items for resale.
Sales, administration and other expenses
Sales, administration and other expenses primarily comprise rent and establishment expenses; travelling and
conveyance; legal and professional charges; telephone charges and postage; rates and taxes; power and fuel and
other miscellaneous expenses.
Finance costs
Finance costs comprise interest paid on fixed loans, external commercial borrowings and lease finance charges.
Exchange losses on borrowings are also accounted for as part of finance costs.
Depreciation and amortisation
Tangible and intangible assets are amortised over periods corresponding to their estimated useful lives. See
Critical Accounting Policies Depreciation and amortisation, below.
Expenses attributable to discontinued operations
Our expenses attributable to discontinued operations comprise expenses incurred by our telecom cluster, before
the sale and transfer of our PES Business to LTTSL. See Managements Discussion and Analysis of Financial
Condition and Results of Operations Significant Factors Affecting Our Results of Operations - The effect of
the sale and transfer of our PES Business on page 300.
Tax expenses for continuing operations comprise current tax and deferred tax. Current income tax is the amount
expected to be paid to the tax authorities in accordance with the applicable tax laws in relevant jurisdictions.
Deferred income tax reflects the impact of timing differences between taxable income and accounting income.
Tax expenses attributable to discontinued operations
Tax expenses attributable to discontinued operations comprise tax expenses incurred by our telecom cluster,
before the sale and transfer of our PES Business to LTTSL. See Managements Discussion and Analysis of
Financial Condition and Results of Operations Significant Factors Affecting Our Results of Operations - The
effect of the sale and transfer of our PES Business for further details on page 300.
Financial Year 2015 Compared to Financial Year 2014
Income
Our total income increased by 4.8% to 50,695.36 million for Financial Year 2015 from 48,371.80 million
for Financial Year 2014, primarily due to an increase in our revenue from continuing operations. See Note
Regarding Non-Comparability of Results of Operations for details in relation to the non-comparability of the
financial results for Financial Year 2014 and 2015 in light of the sale and transfer of our PES Business.
Our revenue from continuing operations increased by 9.5% to 49,680.94 million for Financial Year 2015 from
45,351.64 million for Financial Year 2014, primarily as a result of growth in our revenues in our banking and
financial services, insurance and consumer packaged goods, retail and pharmaceuticals business verticals, as
well as our testing and IMS service lines, which was partially offset by lower revenues from continuing
operations in our energy and process business vertical.
Revenue from continuing operations in North America increased by 11.7% to 34,097.77 million for Financial
Year 2015 from 30,533.28 million for Financial Year 2014, primarily as a result of growth in our banking and
financial services and insurance business verticals. Revenue from continuing operations in Europe decreased by
3.2% to 8,862.74 million for Financial Year 2015 from 9,151.48 million for Financial Year 2014, primarily
as a result of the completion of a large Oracle-related implementation project and the decisions of certain clients
to defer the usage of their IT-related budgets, in the Nordic region. Revenue from continuing operations in Asia-
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Pacific increased by 3.3% to 1,199.12 million for Financial Year 2015 from 1,161.06 million for Financial
Year 2014, primarily as a result of growth in our banking and financial services business vertical and IMS
service line in Singapore. Revenue from continuing operations in India increased by 35.6% to 2,075.90
million for Financial Year 2015 from 1,530.53 million for Financial Year 2014, primarily as a result of our
being engaged in relation to certain government projects. Revenue from continuing operations in the rest of the
world increased by 15.8% to 3,445.41 million for Financial Year 2015 from 2,975.29 million for Financial
Year 2014, primarily as a result of growth in our banking and financial services business vertical and testing
service line in South Africa.
Our USD revenue from continuing operations comprise revenues denominated in USD, in addition to amounts
in foreign currencies across our operations, that are converted into USD using the month-end/day-end exchange
rates for the relevant period. Such revenues increased by 8.5% to $809.9 million for Financial Year 2015 from
$746.6 million for Financial Year 2014, primarily as a result of growth in our revenue from continuing
operations in our banking and financial services, insurance and consumer packaged goods, retail and
pharmaceuticals business verticals.
Our revenue from discontinued operations was 99.42 million for Financial Year 2015 and 3,853.34 million
for Financial Year 2014. See Managements Discussion and Analysis of Financial Condition and Results of
Operations Note Regarding Non-Comparability of Results of Operations, above for further details.
Other Income
Our other income increased to 915.00 million for Financial Year 2015 from a loss of 833.18 million for
Financial Year 2014. This was primarily due to a foreign exchange gain of 667.81 million in Financial Year
2015 compared with a foreign exchange loss of 1,048.05 million in Financial Year 2014, primary attributable
to gains and losses in relation to the settlement of forward contracts.
Expenses
Our total expenses increased by 5.3% to 39,735.79 million for Financial Year 2015 from 37,732.15 million
for Financial Year 2014, primarily as a result of an increase in employee benefit expenses, which was
attributable to the growth of our continuing operations. See Managements Discussion and Analysis of
Financial Condition and Results of Operations Note Regarding Non-Comparability of Results of Operations,
above for further details.
Our expenses attributable to continuing operations increased by 15.3% to 39,646.09 million for Financial Year
2015 from 34,372.01 million for Financial Year 2014, primarily as a result of an increase in employee benefit
expenses, which was attributable to the growth of our continuing operations.
Our expenses attributable to discontinued operations were 89.70 million for Financial Year 2015 and were
3,360.14 million in Financial Year 2014. See Managements Discussion and Analysis of Financial Condition
and Results of Operations Note Regarding Non-Comparability of Results of Operations above for further
details.
Our employee benefit expenses increased by 6.0% to 29,242.73 million for Financial Year 2015 (which
represented 57.7% of our total income for such year) from 27,581.57 million for Financial Year 2014 (which
represented 57.0% of our total income for such year), primarily as a result of a 6.9% increase in salaries and
incentives, including overseas staff expenses, to 28,056.30 million from 26,246.94 million, which is
attributable to an increase of 10.3% in the number of our employees to 19,479 employees as of March 31, 2015
from 17,627 employees as of March 31, 2014 due to the growth of our operations, in addition to our further
usage of local hires. This increase was partially offset by a better resource mix in the way we provide our IT
services and solutions to clients.
Operating expenses
Our operating expenses decreased by 0.1% to 4,885.63 million for Financial Year 2015 (which represented
9.6% of our total income for such year) from 4,891.51 million for Financial Year 2014 (which represented
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10.1% of our total income for such year), primarily as a result of changes in relation to our external sub-
contractors and consultant charges, which is largely attributable to such expenses for our PES Business being
incurred in Financial Year 2014 and not in Financial Year 2015. The cost savings were partially offset by an
increase of 35.5% in the cost of bought-out items for resale (which relates to the purchase of hardware and
software licenses), primarily as a result of certain clients requiring specific hardware and software licenses in
relation to the IT services and solutions that we provided to them.
Our sales, administration and other expenses increased by 6.6% to 5,607.43 million for Financial Year 2015
(which represented 11.1% of our total income for such year) from 5,259.07 million for Financial Year 2014
(which represented 10.9% of our total income for such year), primarily as a result of increases in allowance for
doubtful debts and advances attributable to a one-time provision for doubtful debts in relation to a large project
in our banking and financial services business vertical, higher tax rates and taxes payable in relation to the
growth of our operations and a non-recurring payment of California state taxes pursuant to a judicial order.
Finance costs
Our finance costs decreased by 65.9% to 104.19 million for Financial Year 2015 from 305.34 million for
Financial Year 2014, primarily as a result of a 76.4% decrease in foreign exchange losses on borrowings to
47.96 million from 203.17 million, as well as a 53.7% decrease in interest payable on fixed loans to 46.94
million from 101.32 million, in each case, attributable to the repayment of loans.
Our depreciation on tangible assets increased by 25.9% to 741.55 million for Financial Year 2015 from
589.03 million for Financial Year 2014, and our amortisation of intangible assets increased by 17.9% to
837.85 million for Financial Year 2015 from 710.72 million for Financial Year 2014. In accordance with
Schedule II of the Companies Act, 2013, as amended, we determined that the remaining useful life of our assets
based on a technical evaluation thereof resulted in additional depreciation of 69.21 million for Financial Year
2015.
Profit before extraordinary items and tax
As a result of the foregoing factors, our profit before extraordinary items and tax was 9,275.98 million for
Financial Year 2015 (which represented 18.3% of our total income for such year) and 9,034.56 million for
Financial Year 2014 (which represented 18.7% of our total income for such year).
Profit from continuing operations before tax
As a result of the foregoing factors, our profit from continuing operations before tax increased by 8.5% to
9,266.26 million for Financial Year 2015 (which represented 18.3% of our total income for such year) from
8,541.36 million for Financial Year 2014 (which represented 17.7% of our total income for such year).
Tax expenses
Our current tax decreased by 3.0% to 1,630.45 million for Financial Year 2015 from 1,681.03 million for
Financial Year 2014. This decrease was primarily due to an increase in the tax benefits on our taxable income
from SEZs.
Our deferred tax charge decreased by 86.3% to 35.76 million for Financial Year 2015 from 261.85 million
for Financial Year 2014. This decrease is primarily attributable to a one-time provision in Financial Year 2014
for future taxes payable on branch profits.
As a result of the foregoing factors, our total tax expense decreased by 14.2% to 1,666.21 million for Financial
Year 2015 from 1,942.88 million for Financial Year 2014.
Extraordinary items and profit from discontinued operations after tax
We had an extraordinary gain (net of tax) of 79.08 million for Financial Year 2015 against 3,002.42 million
for Financial Year 2014, which pertains to profit from sale and transfer of our PES Business to LTTSL.
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Similarly, our profit from discontinued operations after tax was 8.03 million for Financial Year 2015 as
compared to 363.95 million for Financial Year 2014. See Managements Discussion and Analysis of
Financial Condition and Results of Operations Note Regarding Non-Comparability of Results of Operations
for details.
Net profit before extraordinary items as restated
As a result of the foregoing factors, our net profit before extraordinary items as restated was 7,612.53 million
for Financial Year 2015 and 6,886.10 million for Financial Year 2014.
Extraordinary items (net of tax) as restated
As a result of the foregoing factors, our net profit as restated from extraordinary items decreased to 79.08
million for Financial Year 2015 from 2,397.32 million for Financial Year 2014.
Net profit after tax, as restated
As a result of the foregoing factors, our net profit as restated was 7,691.61 million for Financial Year 2015
and 9,283.42 million for Financial Year 2014.
Financial Year 2014 Compared to Financial Year 2013
Income
Our total income increased by 24.9% to 48,371.80 million for Financial Year 2014 from 38,735.43 million
for Financial Year 2013, due to an increase in revenue from continuing operations. See Managements
Discussion and Analysis of Financial Condition and Results of Operations Note Regarding Non-Comparability
of Results of Operations for details in relation to the non-comparability of the financial results for Financial
Years 2014 and 2015 in light of the sale and transfer of our PES Business.
Our revenue from continuing operations increased by 32.3% to 45,351.64 million for Financial Year 2014
from 34,278.57 million for Financial Year 2013, primarily as a result of growth in our revenue from
continuing operations in our energy and process, consumer packaged goods, retail and pharmaceuticals and
insurance business verticals, as well as our ERP and testing service lines, which was partially offset by muted
growth in our banking and financial services business vertical.
Revenue from continuing operations in North America increased by 27.4% to 30,533.28 million for Financial
Year 2014 from 23,958.31 million for Financial Year 2013, primarily as a result of growth in our energy and
process and insurance business verticals. Revenue from continuing operations in Europe increased by 46.0% to
9,151.48 million for Financial Year 2014 from 6,266.61 million for Financial Year 2013, primarily as a
result of growth in the Nordic region and France in relation to our energy and process and insurance business
verticals. Revenue from continuing operations in Asia-Pacific increased by 47.3% to 1,161.06 million for
Financial Year 2014 from 788.03 million for Financial Year 2013, primarily as a result of growth in our
energy and process business vertical in Australia and Singapore. Revenue from our operations in India increased
by 22.2% to 1,530.53 million for Financial Year 2014 from 1,252.25 million for Financial Year 2013,
primarily as a result of growth in our insurance and banking and financial services business verticals. Revenue
from our operations in the rest of the world increased by 47.8% to 2,975.29 million for Financial Year 2014
from 2,013.37 million for Financial Year 2013, primarily as a result of growth in South Africa as a result of a
large new contract in relation to banking and financial services testing.
Our USD revenue from continuing operations comprise amounts in foreign currencies across our operations,
excluding the United States, that are converted into USD using the month-end/day-end exchange rates for the
relevant period. Such revenues increased by 18.5% to $746.6 million for Financial Year 2014 from $630.0
million for Financial Year 2013, primarily as a result of growth in our energy and process and insurance
business verticals.
Our revenue from discontinued operations was 3,853.34 million for Financial Year 2014 and 4,235.82
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million for Financial Year 2013. For further details, see Managements Discussion and Analysis of Financial
Condition and Results of Operations Note Regarding Non Comparability of Results of Operations, above.
Other income
We incurred a loss of 833.18 million for Financial Year 2014 as against a gain of 221.04 million for
Financial Year 2013. This was primarily due to an increase in a foreign exchange loss of 1,048.05 million in
Financial Year 2014 compared to a foreign exchange loss of 19.25 million in Financial Year 2013, which is
primarily attributable to gains and losses in relation to the settlement of forward contracts
Expenses
Our total expenses increased by 26.6% to 37,732.15 million for Financial Year 2014 from 29,809.48 million
for Financial Year 2013, primarily as a result of an increase in employee benefit expenses, which was
attributable to the growth of our continuing operations.
Our expenses attributable to continuing operations increased by 30.8% to 34,372.01 million for Financial Year
2014 from 26,281.44 million for Financial Year 2013, primarily as a result of an increase in employee benefit
expenses, which was attributable to the growth of our continuing operations.
Our expenses attributable to discontinued operations were 3,360.14 million for Financial Year 2014 and
3,528.04 million in Financial Year 2013. See Managements Discussion and Analysis of Financial Condition
and Results of Operations Note Regarding Non-Comparability of Results of Operations above for further
details.
Our employee benefit expenses increased by 22.7% to 27,581.57 million for Financial Year 2014 (which
represented 57.0% of our total income for such year) from 22,485.93 million for Financial Year 2013 (which
represented 58.1% of our total income for such year), primarily as a result of a 23.1% increase in salaries and
incentives, including overseas staff expenses, to 26,246.94 million from 21,323.31 million, which was
attributable to the growth of our operations and higher recruitment of sales and marketing personnel. Such
increase is attributable to an increase of 10.2% in the number of our employees to 17,627 employees at the end
of Financial Year 2014 from 15,833 employees at the end of Financial Year 2013. This increase was partially
offset by a better resource mix in the way we provide our IT services and solutions to clients.
Operating expenses
Our operating expenses increased by 67.5% to 4,891.51 million for Financial Year 2014 (which represented
10.1% of our total income for such year) from 2,920.00 million for Financial Year 2013 (which represented
7.5% of our total income for such year), primarily as a result of an increase of 75.6% in consultancy charges
attributable to an increase in services performed for clients requiring us to work with external sub-contractors
and consultants in relation thereto, as well as an increase of 101.5% in the cost of bought-out items for resale,
which is generally in line with the increase in revenue generated through the resale of hardware and software
licenses in relation to the IT services and solutions that we provided to our clients, and an increase of 50.2% in
our communication expenses primarily for our Delivery Centres due to our growth of operations and
international expansion.
Our sales, administration and other expenses increased by 19.4% to 5,259.07 million for Financial Year 2014
(which represented 10.9% of our total income for such year) from 4,403.55 million for Financial Year 2013
(which represented 11.4% of our total income for such year), primarily as a result of increases in traveling and
conveyance and miscellaneous expenses; higher legal and professional charges; and tax rates and taxes payable
in line with growth in our operations.
Finance costs
Our finance costs increased by 46.7% to 305.34 million for Financial Year 2014 from 208.12 million for
Financial Year 2013, primarily as a result of an increase in foreign exchange losses on borrowings due to the
depreciation of the Rupee vis-a-vis the USD and the Euro in particular, and an increase in interest paid on fixed
308
loans attributable to our additional usage of indebtedness for the funding of our business.
Our depreciation on tangible assets increased by 15.8% to 589.03 million for Financial Year 2014 from
508.88 million for Financial Year 2013, primarily as a result of an increase in our asset base after the expansion
of certain of our facilities, IT assets and internally development of software, net of reductions in fixed assets
related to the transfer and sale of our PES Business to LTTSL. Our amortisation of intangible assets decreased
by 1.7% to 710.72 million for Financial Year 2014 from 722.80 million for Financial Year 2013, primarily
as a result of a reduction in charges related to the intangible assets of our PES Business after the sale and
transfer of such business to LTTSL.
Profit before extraordinary items and tax
As a result of the foregoing factors, our profit before extraordinary items and tax increased by 20.7% to
7,486.15 million for Financial Year 2013 (which represented 19.3% of our total income for such year).
Profit from continuing operations before tax
As a result of the foregoing factors, our profit from continuing operations before tax increased by 26.0% to
6,778.37 million for Financial Year 2013(which represented 17.5% of our total income for such year).
Tax expense
Our current tax increased by 3.1% to 1,681.03 million for Financial Year 2014 from 1,631.00 million for
Financial Year 2013. This increase was primarily due to an increase in our current tax liability as a result of
growth in continuing operations, but was partially offset by an increase in the proportion of profits enjoying tax
benefits under SEZs in Financial Year 2014.
Our deferred tax charge increased to 261.85 million for Financial Year 2014 from 46.99 million for
Financial Year 2013. This increase was primarily a result of a one-time provision in Financial Year 2014 for
future taxes payable on branch profits.
As a result of the foregoing factors, our total tax expense increased by 15.8% to 1,942.88 million for Financial
Year 2014 from 1,677.99 million for Financial Year 2014.
Extraordinary items and profit from discontinued operations after tax
Gains from extraordinary items were 3,002.42 million for Financial Year 2014 as against nil for Financial
Year 2013 as a result of the recognition of profits from the sale and transfer of our PES Business to LTTSL.
Our profit from discontinued operations after tax decreased by 29.5% to 363.95 million for Financial Year
2014 from 516.24 million for Financial Year 2013, primarily because discontinued operations were carried out
for nine-month period during Financial Year 2014 as against a twelve-month period in Financial Year 2013.
Net profit before extraordinary items as restated
As a result of the foregoing factors, our net profit before extraordinary items as restated was 6,886.10 million
for Financial Year 2014 and 5,737.26 million for Financial Year 2013.
Extraordinary items (net of tax) as restated
As a result of the foregoing factors, gains from extraordinary items (net of tax) as restated were 2,397.32
million for Financial Year 2014 as against nil for Financial Year 2013.
Total profit for the year, as restated
As a result of the foregoing factors, our total profit, as restated increased by 61.8% to 9,283.42 million for
Financial Year 2014 from 5,737.26 million for Financial Year 2013.
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Liquidity and Capital Resources
Liquidity
We have historically met our working capital and other capital expenditure requirements primarily from cash
generated by operating activities, short-term and long-term bank borrowings. We believe that we have adequate
working capital for our present requirements and that our net cash generated from operating activities, together
with cash and cash equivalents, will provide sufficient funds to satisfy our working capital requirements and
anticipated capital expenditures for the next 12 months following the date of this Draft Red Herring Prospectus.
We may, however, incur additional indebtedness to finance all or a portion of our capital expenditures or for any
other purposes depending on our capital requirements, market conditions and other factors.
Cash flows
The table below summarises our cash flows for the periods indicated:
For Financial Year ( millions)
Cash Flow Data 2015 2014 2013
Net cash (used) / generated from operations (A) 6,422.54 6,278.61 6,076.49
Net cash from / (used) in investing activities (B) (1,028.63) 1,803.31 (2,241.75)
Net cash (used) in financing activities (C) (4,973.81) (7,686.53) (3,962.11)
Net increase / (decrease) in cash and cash equivalents (D = A+B+C) 420.10 395.39 (127.37)
Opening cash and cash equivalents (F) 1,589.11 1,193.72 1,321.09
Closing cash and cash equivalents (D+F) 2,009.21 1,589.11 1,193.72
Cash flow from operating activities
Net cash generated from our operating activities was 6,422.54 million for Financial Year 2015. Our net profit
before tax (excluding extraordinary items), as restated was 9,282.33 million for Financial Year 2015, which
was adjusted mainly for depreciation and amortisation of 1,579.41 million and unrealised foreign exchange
gain of 568.72 million. As a result, our operating profit before working capital changes was 10,112.10
million for Financial Year 2015. This was further adjusted primarily for an increase in our working capital of
922.44 million. The increase in our working capital was primarily attributable to increases in trade receivables
and other receivables of 1,979.71 million and 107.57 million, respectively, which was partially offset by an
increase in trade payables of 1,164.84 million. Cash generated from our operations was 9,189.66 million in
Financial Year 2015, adjusted for direct taxes paid of 2,767.12 million. As a result, our net cash generated
from operating activities was 6,422.54 million for Financial Year 2015.
Net cash generated from operating activities was 6,278.61 million for Financial Year 2014. Our net profit
gains of 516.63 million. As a result, our operating profit before working capital changes was 9,827.07
1,407.54 million. The increase in our working capital was primarily attributable to increases in trade receivables
and other receivables of 1,906.36 million and 833.78 million, respectively, which was partially offset by an
increase in trade and other payables of 1,332.60 million. Cash generated from our operations was 8,419.53
million in Financial Year 2014, adjusted for direct taxes paid of 2,140.92 million. As a result, our net cash
generated from operating activities was 6,278.61 million for Financial Year 2014.
Net cash generated from operating activities was 6,076.49 million for Financial Year 2013. Our net profit
310
gains of 202.23 million. As a result, our operating profit before working capital changes was 8,992.21
819.40 million. This increase in our working capital was primarily attributable to an increase in trade
receivables of 1,048.97 million and a decrease in trade and other payables of 241.25 million, which was
partially offset by a decrease in other payables of 470.82 million. Cash generated from our operations was
8,172.81 million in Financial Year 2013, adjusted for direct taxes paid of 2,096.32 million. As a result, our net
cash generated from operating activities was 6,076.49 million for Financial Year 2013.
Cash flow used for/from investing activities
Net cash used for investing activities (after extraordinary items) was 1,028.63 million for Financial Year 2015,
which was primarily attributable to our purchase of fixed assets amounting to 1,964.04 million. This was
partially offset by proceeds from the sale of current investments of 793.52 million and proceeds from the sale
and transfer of our PES Business to LTTSL amounted to 93.95 million in Financial Year 2015.
Net cash generated from investing activities (after extraordinary items) was 1,803.31 million for Financial
Year 2014, which was primarily attributable to proceeds from the sale and transfer of our PES Business to
LTTSL amounting to 3,799.62 million and our sale of fixed assets for 233.62 million. This was partially
offset by our purchase of fixed assets amounting to 1,183.28 million and purchase of current investments
amounting to 1,121.56 million.
Net cash used for investing activities (after extraordinary items) was 2,241.75 million for Financial Year 2013,
which was primarily attributable to our purchase of fixed assets amounting to 2,535.83 million. This was
partially offset by cash generated from the sale of current investments amounting to 207.63 million and our
sale of fixed assets for 56.47 million.
For further details in relation to our fixed assets referenced above, see Managements Discussion and Analysis
of Financial Condition and Results of Operations Capital Expenditures Historical Capital Expenditures on
page 313.
Cash flow used in financing activities
Net cash used in financing activities was 4,973.81 million for Financial Year 2015, mainly consisting of the
payment of dividends of 4,805.25 million and dividend tax of 1,125.56 million. This was partially offset by
proceeds from borrowings of 1,013.23 million.
payment of dividends of 5,514.75 million, a dividend tax of 840.95 million and the repayment of
borrowings of 1,228.66 million.
payment of dividends of 3,031.50 million, a dividend tax of 456.93 million and the repayment of
borrowings of 377.21 million.
Borrowings
To fund our working capital and capital expenditure requirements, we enter into long-term and short-term credit
facilities. Our borrowings are a mix of Rupee and foreign currency borrowings.
The following table shows certain information about our borrowings as of March 31, 2015:
( millions)
Long-term borrowings:
Secured .......................................................................................................................................... -
Unsecured ...................................................................................................................................... 138.89
Total .............................................................................................................................................. 138.89
Short-term borrowings:
Secured .......................................................................................................................................... 600.00
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Unsecured ...................................................................................................................................... 1,297.48
Total .............................................................................................................................................. 1,897.48
Current maturities of long-term borrowings:

Secured .......................................................................................................................................... -
Unsecured ...................................................................................................................................... 138.89
Total .............................................................................................................................................. 138.89
Total borrowings .............................................................................................................................. 2,175.26
Of our total outstanding borrowings of 2,175.26 million as of March 31, 2015, 600.00 million was
denominated in Rupees and 1,575.26 million was denominated in USD. The principal amounts outstanding
under the borrowings bear interest either at a fixed rate or at a floating rate. As of March 31, 2015, we had
outstanding loans of 1,575.26 million that bear interest at floating rates. The interest rates on our Rupee-
denominated loans are fixed and the interest rates on our foreign currency loans are floating. Our floating rate
borrowings are generally linked to the London interbank offer rate and base rates of banks. For a description of
indicative terms of our material indebtedness, see Financial Indebtedness beginning on page 294.
Contractual Obligations
The table below summarises our contractual obligations and commitments as of March 31, 2015 as classified by
maturity:
Payment due by period

Between
Less than one and five Later than
Total one year years five years
( millions)
1,897.48 1,897.48 - -
Short-term borrowings ......................................
277.78 138.89 138.89 -

Long-term borrowings ......................................
547.59 73.43 474.16 -

Lease obligations ..............................................
2,719.47 2,719.47 - -
Trade payables ..................................................
Contracts on capital account. 312.83 312.83 - -
Total ................................................................. 5,755.15 5,142.10 613.05 -
Contingent Liabilities
Set forth below is a breakdown of our contractual obligations and commercial commitments as of March 31,
2015, 2014 and 2013 as classified by maturity on the basis of our consolidated Restated Financial Statements.
For further details, see Financial Statements- Restated consolidated statement of contingent liabilities on page
284:
As of March 31,
2015 2014 2013
( in millions)
Contingent liabilities
Income tax demand dispute in appeal ..............................................................................................................................
1,167.47 910.03 48.22
Corporate guarantee given on behalf of subsidiary ..........................................................................................................
5,395.70 5,681.29 5,445.98
Service tax demand dispute in appeal ..............................................................................................................................
4.52 - -
Bill discounted with banks ...............................................................................................................................................
- - 59.71
Others 1.3
Total ................................................................................................................................................................................
6,568.99 6,591.32 5,553.91
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Off-Balance Sheet Arrangements
Except as set forth above, we do not have any other off-balance sheet arrangements, derivative instruments or
other relationships with unconsolidated entities that have been established for the purpose of facilitating off-
balance sheet arrangements.
Capital Expenditures
Historical Capital Expenditures
Historically, we have incurred capital expenditure in the normal course of our business in relation to the
expansion of our facilities, acquisition of hardware, software licensing rights and acquisition of businesses and
we expect to continue to incur such capital expenditure in the future.
Financial Year 2015
During Financial Year 2015, our capital expenditures were 1,964.04 million and primarily comprised:
Tangible assets: We incurred major capital expenditure on facilities and IT assets for the expansion of
Delivery Centres in SEZs located in Airoli and Pune, India; and
Intangible assets: As a result of our acquisition of Information Systems Resource Centre Private Limited,
we acquired goodwill of 614.56 million.
Financial Year 2014
Delivery Centres in SEZs located in Airoli, Pune, Chennai and Bengaluru, India; and
Intangible assets: We incurred major software development expenses for enhancements to our product

platform in Canada (i.e., Unitrax ) and software purchased for Delivery Centres located in Canada.
Financial Year 2013
Delivery Centres in SEZs located in Airoli, India, for the setting-up of a Delivery Centre in South Africa,
and for the setting-up of a Delivery Centre and sales office in Canada.
Intangible assets: We incurred major software development expenses for enhancements to our product
platform in Canada (i.e., Unitrax) and software purchased for Delivery Centres located in Canada
Planned Capital Expenditure
We expect to fund our future capital expenditure plans through funds generated from our operations in a manner
that is generally consistent with past practice in relation thereto.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties, including our
affiliates on an arms length basis for Financial Years 2013 to 2015. For further details, see Related Party
Transactions on page 192.
Seasonality
Our results of operations do not generally exhibit seasonality. However, there may be variation in our quarterly
income or profit after tax as a result of various factors, including those described above under Managements
Discussion and Analysis of Financial Condition and Results of Operations Factors Affecting Our Results of
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Operations and those described in Risk Factors beginning on pages 296 and 19, respectively.
Quantitative and Qualitative Disclosures about Market Risk
General
Market risk is attributable to all market-sensitive financial instruments, including foreign currency receivables
and payables. The value of a financial instrument may change as a result of changes in interest rates, foreign
currency exchange rates, commodity, prices, equity prices and other market changes that affect market risk
sensitive instruments. Our exposure to market risk is a function of our revenue generating activities and any
future borrowing activities in foreign currencies. The objective of market risk management is to avoid excessive
exposure of our earnings and equity to loss. Most of our exposure to market risk arises out of our foreign
currency accounts receivable.
Risk management procedures
We manage market risk through treasury operations, which include the management of cash resources,
implementing hedging strategies for foreign currency exposures and ensuring compliance with market risk
limits and policies.
Foreign Currency Exchange Rate Risk
Although our Companys reporting currency is in Rupees, we transact a significant portion of our business in
several other currencies. Approximately 95.8% and 95.3% of our revenue from operations in Financial Year
2015 and Financial Year 2014, respectively, were derived from sales outside of India. Substantially all of our
non-Indian sales income is denominated in foreign currencies, primarily in USD and Euro.
Further, we continue to incur in currencies other than in Rupee indebtedness in the form of external commercial
borrowings, which creates foreign currency exposure in respect of our cash flows and ability to service such
debt.
Therefore, our exchange rate risk primarily arises from our foreign currency revenues, costs and other foreign
currency assets and liabilities to the extent that there is no natural hedge. While from time to time we hedge our
foreign currency exposure, we may be affected by significant fluctuations in the exchange rates between the
Rupee and other currencies.
Interest Rate Risk
We are exposed to market risk with respect to changes in interest rates related to our borrowings. Interest rate
risk exists with respect to our indebtedness that bears interest at floating rates tied to certain benchmark rates.
While we hedge the interest rates on certain of our indebtedness in currencies other than in Rupee, if the interest
rates for our existing or future borrowings increase significantly, our cost of servicing such debt will increase.
As of March 31, 2015, we had outstanding loans of 1,575.26 million that bear interest at floating rates. Interest
rate risk exists with respect to our indebtedness that bears interest at floating rates tied to certain benchmark
rates (such as LIBOR, in the case of our external commercial borrowings) as well as borrowings that are
generally announced through our credit policy measures issued twice a year. Moreover, our interest rate risk is
affected primarily by the short-term interest rates set by Indian banks.
Credit Risk
We are exposed to credit risk on monies owed to us by our clients. If our clients do not pay us promptly, or at
all, we may have to make provisions for, or write-off, such amounts. In Financial Year 2015 and Financial Year
2014, our trade receivables were 10,901.16 million and 9,309.86 million, respectively.
Critical Accounting Policies
We have prepared our consolidated Restated Financial Statements (beginning on page 243) in accordance with
Indian GAAP. Our significant accounting policies are more fully described in Annexure IV (B) to our
consolidated Restated Financial Statements from pages 252 to 259. The preparation of our consolidated Restated
Financial Statements in conformity with Indian GAAP requires our management to make judgements, estimates
and assumptions as disclosed in Annexure IV (B) to our consolidated Restated Financial Statements from pages
314
252 to 259 that affects the reported amounts of revenues, expenses, assets and liabilities and disclosure of
contingent assets and liabilities in our consolidated Restated Financial Statements. The critical accounting
policies that our management believes to be the most significant are disclosed below.
Preparation of financial statements
Our Restated Consolidated Financial Statements are prepared from the audited financials of the years ending
March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, in accordance with the
requirements of section 26 of the Companies Act, 2013 read with Companies (Prospectus and Allotment
Securities) Rules, 2014 (the Rules) and the requirements of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulation, 2009 as amended (the Regulations).
Revenue recognition
Revenues from contracts with our clients that are priced on a time-and-materials basis are recognised when
services are rendered and related costs are incurred.
Revenues from services performed on a fixed-price basis are recognised using the proportionate completion
method.
Unbilled revenue represents the value of services performed in accordance with the contract terms, but which
has not yet been billed to the customer.
Tangible owned assets
For Financial Year 2015, depreciation on assets is provided based on the useful life prescribed in Schedule II to
the Companies Act, 2013, as amended, except for leasehold improvements which are depreciated over the lease
period.
Depreciation/ amortisation on additions/ disposals are calculated pro-rata from/ to the month of additions/
disposals.
For Financial Years 2014, 2013, 2012 and 2011, depreciation on all assets was calculated using the straight line
method at rates prescribed by Schedule XIV to the Companies Act, 1956, as amended, except for plant and
machinery (at the rate of 4.75% to 20%), computers (at the rate of 20% to 30%), servers (at the rate of 25%),
furniture and fixtures (at the rate of 10% to 20%), office equipment (at the rate of 20% to 33.33%) and motor
vehicles (at the rate of 14.14%).
Tangible leased assets
Assets acquired under finance leases are depreciated at the rates applicable to similar assets owned by our
Company as there is reasonable certainty that our Company shall obtain ownership of the assets at the end of the
lease term. Leasehold land is depreciated over the residual period of the lease.
Foreign subsidiaries
Depreciation for the assets of foreign subsidiaries is provided using methods and at the rates required and/or
deemed permissible by the local laws, to which such foreign subsidiaries are subject, and so as to write off the
assets over their useful lives.
Intangible assets and amortisation
Computer software: Over a period of 3 years;
Intellectual property rights: Over a period of 3 years;
Acquired software: Over a period of 10 years;
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Internally developed software: Over a period 1 to 5 years;
Business rights: Over a period of 5 years; and
Customer contracts: Over a period of 10 years.
Foreign currency transactions
Foreign currency transactions are initially recorded at the rates prevailing on the date of the transaction. At the
balance sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items
which are carried at historical cost denominated in foreign currency are reported using the exchange rate at the
date of the transaction.
The translation of foreign currency transactions by overseas branches and subsidiaries is as under:
Revenue items: at the average rate for the period;
Fixed assets and investments: at the rates prevailing on the date of the transaction; and
Other assets and liabilities: at year-end rates.
Exchange differences on settlement and/or year-end conversions are adjusted and charged to the profit and loss
account.
Forward contracts other than those entered into to hedge foreign currency risk on unexecuted firm commitments
and/or of highly probable forecast transactions are treated as foreign currency transactions and accounted for
accordingly. Exchange differences arising on such contracts are recognised in the period in which they arise and
the premium paid/received is accounted as expense/income over the period of the contract.
Profit or loss on such forward contracts is accounted as income or expense for the period.
All the other derivative contracts, including forward contracts entered into to hedge foreign currency risks on
unexecuted firm commitments and highly probable forecast transactions, are recognised in our consolidated
Restated Financial Statements at fair value as on the balance sheet date. In pursuance of the announcement of
the Institute of Chartered Accountants of India (ICAI) dated March 29, 2008 on accounting of derivatives, our
Company has adopted Accounting Standard 30 for applying the test of hedge effectiveness of the outstanding
derivative contracts. Accordingly, the resulting gains or losses on fair valuation of such contracts are recognised
in the profit and loss account or balance sheet, as the case may be.
Provisions, contingent liabilities and contingent assets
Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation, if
our Company has a present obligation as a result of a past event; a probable outflow of resources is expected to
settle the obligation; and the amount of the obligation can be reliably estimated.
Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is
virtually certain that the reimbursement will be received.
Contingent liabilities are disclosed in the case of a present obligation arising from a past event when it is not
probable that an outflow of resources will be required to settle the obligation; or a possible obligation unless the
probability of outflow of resources is remote.
Analysis of Certain Changes
Our Company has made certain changes to its accounting policies which have resulted in changes to its financial
statements for the years presented herein for the more appropriate presentation of financial statements.
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First, goodwill arising on acquisition and consolidation was previously amortised over a period of ten years up
to Financial Year 2013. We revised the related accounting policy in Financial Year 2014 to test goodwill for
impairment at every balance sheet date.
Second, our subsidiary, LTIFST, revised its accounting policy in relation to income taxes, which are now
recognised using the future income taxes method.
Third, the cost incurred on long-term projects was previously amortised over a period of two years from the year
in which it was incurred. We revised the accounting policy to charge the same to the statement of profit and loss
in the year in which it was incurred.
Tax impact on restatement adjustments
Income tax has been computed on restatement adjustments made and has been adjusted in the restated profits for
the relevant years and periods ended March 31, 2015, 2014, 2013, 2012 and 2011.
Known trends or uncertainties
Our business has been impacted and we expect will continue to be impacted by the trends identified above in
Managements Discussion and Analysis of Financial Condition and Results of Operations Significant Factors
Affecting Our Results of Operations and the uncertainties described in Risk Factors beginning on pages 296
and 19, respectively. To our knowledge, except as we have described in this Draft Red Herring Prospectus, there
are no known factors that we expect to have a material adverse impact on our revenues or income from
continuing operations.
Total turnover in each major industry segment
Other than as described in this Managements Discussion and Analysis of Financial Condition and Results of
Operations, we do not report segments for our financial statements prepared in accordance with Indian GAAP.
Unusual or infrequent events or transactions
To our knowledge, except as disclosed in this Draft Red Herring Prospectus, there have been no transactions or
events which, in our judgment, would be considered unusual or infrequent.
Future relationship between cost and revenue
Other than as described in the section Risk Factors beginning on page 19, there are no known factors that
might affect the future relationship between cost and revenue.
Significant developments subsequent to the last financial period
In the opinion of the Directors, other than as disclosed in this Draft Red Herring Prospectus, there has not arisen,
since the date of the last financial statements set out herein, any circumstance that materially or adversely affects
or is likely to affect our profitability, taken as a whole, or the value of our consolidated assets or our ability to
pay our material liabilities over the next twelve months.
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SELECTED FINANCIAL INFORMATION
Consolidated summary statement of operating profits and losses
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

Million Million Million Million Million
INCOME:
Revenue 49,780.36 49,204.98 38,514.39 31,820.15 23,911.76
Forex gain/(loss)
Other income 915.00 (833.18) 221.04 95.84 715.11
Less: other income other than 100.08 52.07 306.29 292.63 234.02
forex gain/(loss)
Forex gain/(loss) 814.92 (885.25) (85.25) (196.79) 481.09
Total Income 50,595.28 48,319.73 38,429.14 31,623.36 24,392.85
EXPENSES:
Software development
expenses
Add: Travel expenses for 525.16 437.68 392.07 356.37 278.02
billable employees
Less: Employee benefit 4,016.99 4,030.75 2,688.84 2,105.01 1,570.01
expenses of marketing and
support
Software development 30,636.53 28,880.01 23,109.16 19,461.94 15,411.48
expenses
GROSS MARGIN 19,958.75 19,439.72 15,319.98 12,161.42 8,981.38

% to revenue from operations 39.4% 40.2% 39.9% 38.5% 36.8%
Sales, general &

administration expenses
Sales, administration and other 5,607.43 5,259.07 4,403.55 3,711.94 3,270.19
expenses
Add: employee benefit 4,016.99 4,030.75 2,688.84 2,105.01 1,570.01
expenses of marketing and
support
Less: travel expenses for 525.16 437.68 392.07 356.37 278.02
billable employees
Sales, general & 9,099.26 8,852.14 6,700.32 5,460.58 4,562.19
administration expenses
OPERATING MARGIN 10,859.49 10,587.58 8,619.66 6,700.84 4,419.19

Add: other income other than 100.08 52.07 306.29 292.63 234.02
forex gain/(loss)
OPERATING PROFIT 10,959.57 10,639.65 8,925.95 6,993.47 4,653.21
(AS PER FINANCIALS)
Particulars 2014-15 2013-14 2012-13 2011-12 2010-11

Revenue 49,780.36 49,204.98 38,514.39 31,820.15 23,911.76
Forex gain/(loss) 814.92 (885.25) (85.25) (196.79) 481.09
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Particulars 2014-15 2013-14 2012-13 2011-12 2010-11
Other income other than forex 100.08 52.07 306.29 292.63 234.02
gain/(loss)
TOTAL INCOME 50,695.36 48,371.80 38,735.43 31,915.99 24,626.87
(AS PER FINANCIALS)
Our operating margin has been derived from our statement of consolidated profit and loss for each Financial
Year shown in the table above. Operating margin is not a standard measure under Indian GAAP and should not
be considered in isolation or construed as an alternative to cash flows, net income or any other measure of
performance or as an indicator of operating performance, liquidity, profitability or cash flows generated by
operating, investing or financing activities. Our operating margin presented herein may not be comparable to
similarly titled measures presented by other companies, as not all companies use the same definition.
Our operating margin improved from 18.1% in Financial Year 2011 to 22.4% in Financial Year 2013, which
was in line with growth in our revenue and as a result of increased operational efficiencies. In Financial Year
2014, our operating margin declined to 21.9%, primarily due to investment in our sales force. Our operating
margin further declined to 21.5% in Financial Year 2015, primarily due to higher onsite delivery costs.
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SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

The details of the outstanding litigation or proceedings involving our Company, Subsidiaries, Promoter, Group Companies and Directors
are described in this section in the manner as detailed below.
Disclosure of litigation involving our Company and our Subsidiaries: We have disclosed all pending criminal litigation and actions taken
by regulatory or statutory authorities involving our Company and our Subsidiaries individually in this section. We have disclosed claims
relating to direct and indirect taxes involving our Company in a consolidated manner giving details of number of cases and total amount
involved in such claims. We have also disclosed details of any inquiry, inspections or investigations initiated or conducted against our
Company and our Subsidiaries under the Companies Act in the last five years, details of default and non-payment of statutory dues, details
of pending litigation involving our Company, whose outcome could have material adverse effect on the position of our Company, details of
acts of material frauds committed against our Company in the last five years and details of pending proceedings initiated against our
Company for economic offences, if any.
Our Board has approved that given the nature and extent of operations of our Company and our Subsidiaries, the outstanding litigation
involving our Company or any of our Subsidiaries which exceed the lower of one per cent of the consolidated revenue and five per cent of
the consolidated net profit of our Company in the last audited financial year would be considered material for our Company.
The consolidated revenue of our Company for the Financial Year 2015, was 50,695.3 million and the consolidated net profit of our
Company was 7,685.3 million. Accordingly, in addition to the above, we have disclosed all outstanding litigation involving our Company
and our Subsidiaries where the aggregate amount involved exceeds 375 million individually and the litigation involving an aggregate
amount below 375 million involving our Company and our Subsidiaries have been consolidated and disclosed in a summary and
indicative manner in this section.
Our Board has also approved that dues owed by our Company to the small scale undertakings and other creditors exceeding five per cent of
our total dues owed to the small scale undertakings and other creditors would be considered as material dues for our Company and
accordingly, we have disclosed consolidated information of outstanding dues owed to small scale undertakings and other creditors,
separately giving details of number of cases and amount for all dues where each of the dues exceed 34 million (being approximately five
per cent of total dues owed by our Company to the small scale undertakings and other creditors as of June 30, 2015).
For details of the manner of disclosure of litigation involving our Promoter, see Outstanding Litigation and Material Developments
Litigation involving our Promoter on page 322. Further, for details of the manner of disclosure of litigation involving our Group
Companies, see Outstanding Litigation and Material Developments Litigation involving our Group Companies on page 328. For
details of the manner of disclosure of litigation involving our Directors, see Outstanding Litigation and Material Developments
Litigation involving our Directors on page 338.
I. Litigation involving our Company
A. Litigation filed against our Company
Criminal matters
1. Suhas Ambade filed an FIR on behalf of Maharashtra State Electricity Distribution Company Limited
(MSEDCL) before the Kalyan Police Station against Nitin Patwardhan (the Accused), an employee
of our Company in his capacity as a representative of our Company, before the Court of Special Judge,
Thane, for alleged unauthorised use of electricity by our Company under Section 135 of the Electricity
Act, 2003. Our Company filed an application for compounding of the alleged offence with MSEDCL.
MSEDCL has approved our application for compounding the offence and our Company has paid an
amount of 0.35 million towards compounding charges. The matter is currently pending.
2. Certain officials and ex-officials of our Company, namely Munnawar Bux, Ghanshyam Mhatre, Ganesh
Apte and V. K. Magapu, and Chris Colaco (the Petitioners) have filed criminal writ petitions before the
Bombay High Court in relation to criminal proceedings initiated against the Petitioners. Krishnan
Subramanian had filed an FIR before the Powai police station against the Petitioners under Sections 34,
120B, 201, 406 and 420 of the IPC read with Sections 20 and 25 of the Indian Telegraph Act, 1885 and
Sections 65, 66 and 85 of Information Technology Act, 2000 alleging illegal transfer of the international
calls and related losses to the Government and Tata Teleservices (Maharashtra) Limited amounting to
6.45 million. Subsequently, the Petitioners filed discharge applications, which were rejected by the
Magistrate. Our Company had also filed two writ petitions before the Bombay High Court seeking
quashing of the FIR lodged. Our Company has withdrawn one of the writ petitions and the Bombay High
Court has disposed the other writ petition filed by our Company. The matter is currently pending.
Direct tax matters
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15 direct tax matters involving our Company are pending before various forums such as CIT (Appeals), ITAT
the Bombay High Court and the Supreme Court involving an aggregate amount of 846.93 million, in relation
to inter alia partial disallowance of deductions claimed under Section 10A of the Income Tax Act, restriction of
deduction under Section 10A of the Income Tax Act to the extent of total income and disallowance of carried
forward unabsorbed depreciation, increase in taxable amount owing to transfer pricing adjustment and levy of
tax for failure to deduct tax at source on payment of internet charges and for lower deduction of tax at source on
maintenance charges, and levy of interest under Section 201(1A) of the Income Tax Act. The matters are
currently pending.
Indirect tax matters
27 indirect tax matters (including notices received by our Company) involving our Company are pending before
various forums such as the Maharashtra Sales Tax Tribunal, Assistant Commissioner of Service Tax, Assistant
Commissioner of Central Excise and CESTAT involving an aggregate amount of 176.02 million and rejection
of refunds claimed by our Company amounting to approximately 179.84 million, in relation to inter alia
payment of sales tax on purchase of goodwill, customs and excise duty violation on imported goods, payment of
service tax on reverse charge mechanism on import of services, availment of CENVAT credit, rejection of VAT
and service tax refund claims and levy of service tax on maintenance and repair services. Further, the Franchise
Tax Board, California has issued a notice to our Companys USA branch office in relation to the amount of tax
paid by our branch office for the Financial Years 2011 and 2012. The amount involved in the matter is USD
0.82 million (equivalent to 50.41 million as of the date of demand). The matters are currently pending.
Other matters
There are no outstanding litigations against our Company exceeding 375 million.
Other matters filed against our Company where the aggregate amount is below 375 million relate to inter alia,
complaint filed by an ex-employee for wrongful termination of employment by our Company before the
Commissioner of Labour, Thane under Sections 2A and 25(f) of the Industrial Disputes Act, petition filed by
NHAI against our Company before the Delhi High Court under Section 34 of the Arbitration Act seeking setting
aside of an arbitral award in relation to a contract for software development entered into between our Company
and the NHAI and complaint filed against our Company before the Industrial Court, Maharashtra, in relation to
unfair labour practices such as non-payment of salary and alleged malafide transfer of an employee. The matters
are currently pending.
Notices
One of the former employees of our Company has issued a legal notice, through his attorney, to our Company in
relation to his alleged vested options rights for certain number of employee stock options granted under the
ESOP Scheme, 2000 during the course of his employment. He has made certain claims in relation to the granted
options including inter alia issue of equity shares pursuant to exercise of options and related rights and
requisition for various documents. The matter is currently pending.
In addition to above, with effect from September 21, 2015 i.e. the effective date of ISRC Scheme, all
outstanding litigation involving ISRC set out below, shall be continued against our Company. For details in
relation to the ISRC Scheme, see History and Certain Corporate Matters- Schemes of arrangement- Scheme of
amalgamation entered into between ISRC and our Company on page 150.
Direct tax matters
Five income tax matters involving ISRC have been filed before various forums such as CIT (Appeals) and
ITAT, involving an amount aggregating to 4.48 million, in relation to inter alia reduction of certain
deductions claimed under Section 10A of the Income Tax Act and, increase in taxable amount owing to transfer
pricing adjustments. The matters are currently pending.
Two indirect tax proceedings pending before various forums such as CESTAT and Deputy Commissioner of
Sales Tax, involving an aggregate amount of 1.28 million and a refund of 0.70 million, in relation to inter
alia disallowance of set-off claim and error in calculation of taxable sales and rejection of refund, in relation to
CENVAT credit claimed. The matters are currently pending.
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B. Litigation by our Company
Criminal matters
T. N. Srinivasan, assistant manager- administration of our Company, filed an FIR on behalf of our Company,
against Giridharan and Amitharaj (collectively the Accused), before the Mambalam police station, Chennai
under Sections 406 and 420 of the IPC in relation to fake recruitments by the Accused in the name of our
Company. The matter is currently pending.
Other matters
There are no outstanding litigations filed by our Company exceeding 375 million.
Other matters filed by our Company where the aggregate amount is below 375 million relate to inter alia,
arbitration proceedings initiated by our Company against our ex-employees before various courts such as
Additional District Judge, Indore and the Principal District Judge, Jammu, respectively in relation to letters of
appointment issued by our Company to the ex-employees and breach of the appointment letters by the ex-
employees.
Notices
Our Company issued notices to its employees from time to time in relation to various matters including inter
alia breach of appointment letters with reference to exit of employees from the employment of our Company
without serving the period stipulated under the respective appointment letters.
Small scale undertakings or any other creditors
Our Company does not owe any small scale undertakings any amounts exceeding 34 million as of June 30,
2015. There are no disputes with such entities in relation to payments to be made to them.
Our Company, in its ordinary course of business, has certain amounts aggregating 34 million or more which
are due towards other creditors. As of June 30, 2015, our Company owed an aggregate amount of 323.32
million towards other creditors where dues to each creditor exceeded 34 million. The details pertaining to
amounts due towards such other creditors exceeding 34 million as of June 30, 2015 are available on the
website of our Company at the following link: www.lntinfotech.com/en-
us/AboutUs/Financials/Pages/ListCreditors.aspx. The details in relation to other creditors and amount payable to
each such creditor available on the website of our Company do not form a part of this Draft Red Herring
Prospectus.
II. Litigation involving our Promoter
Disclosure of litigation involving our Promoter: Our Promoter is a major technology, engineering, construction, manufacturing and
financial services conglomerate, with global operations. Our Promoter has customers in over 30 countries and has several international
offices and a supply chain that extends around the world.
In the Financial Year 2015, the consolidated revenue of our Promoter was 920,045.8 million and the consolidated net profit of our
Promoter was 49,640.0 million.
In view of the nature of diverse business undertaken by our Promoter, our Promoter is involved in various litigations filed in India and
overseas from time to time.
The IPO committee of the board of our Promoter has approved that given the nature and extent of operations of our Promoter, the
outstanding litigation involving our Promoter which exceed the lower of one per cent of the consolidated revenue and five per cent of the
consolidated net profit of our Promoter in the last audited financial year would be considered material for our Company. Our Board has
approved of this threshold.
In relation to regulatory or statutory action taken against our Promoter, given the nature and size of operations of our Promoter, all the
processes in relation to regulatory or statutory matters are de-centralised and managed at respective plant or business unit. Accordingly, it
is difficult for our Promoter to collate all regulatory or statutory action taken against our Promoter which are pending as of date.
On the basis of the above, the litigation involving our Promoter has been disclosed in the following manner:
(i) all outstanding criminal proceedings involving our Promoter along with any other case which are non-quantifiable but are
considered material by our Promoter have been disclosed individually in this section other than criminal proceedings initiated by
our Promoter under Section 138 of the Negotiable Instruments Act, which have been disclosed in a consolidated manner;
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(ii) all claims related to direct and indirect taxes, in a consolidated manner giving details of number of claims and total amount in this
section;
(iii) actions taken by regulatory or statutory authorities have been consolidated and disclosed in a summary and indicative manner in
this section;
(iv) all outstanding litigation involving our Promoter where the aggregate amount involved exceeds 2,500 million (being lower of one
per cent of consolidated revenue and five per cent of the consolidated net profit of our Promoter) have been disclosed in this
section and litigation below 2,500 million involving our Promoter have been consolidated and disclosed in a summary and
indicative manner in this section; and
(v) with respect to litigation or legal action pending or taken by any ministry or government department or statutory authority against
our Promoter during the last five years, all such litigation or legal action aggregating above 2,500 million have been disclosed
individually and other litigation or legal action have been consolidated and disclosed in a summary and indicative manner in this
section.
Litigation against our Promoter
Criminal matters
1. Our Promoter filed an appeal (the Appeal) before the Controller, Legal Metrology, Maharashtra (the
Controller) in relation to the alleged non-compliance by the directors of our Promoter under the
Legal Metrology Act and the Legal Metrology Rules for non-stamping and non-verification of
dispenser pumps of liquid petroleum gas. The Controller has granted stay on nine notices out of 13
(thirteen) notices issued, pending the disposal of the Appeal and has filed complaints in relation to four
notices before the JMFCs of Kopergaon, Bhiwandi, Karad and Chinchwad locations in Maharashtra.
The matter is currently pending.
2. CBI filed a criminal case against the officials of our Promoter and Oriental Insurance Company
Limited before the CBI Special Court, Chennai in relation to alleged conspiracy and bogus insurance
claims filed by our Promoter before Oriental Insurance relating to certain columns erected by our
Promoter in NTPC Simhadri coal handling plant job which collapsed due to instable soil. The matter is
currently pending.
3. Our Promoter filed a criminal revision petition against CBI before the Patna High Court seeking
quashing of criminal proceedings initiated by the CBI. CBI had filed a criminal case against our
Promoter and others before the Special Judge, CBI, Patna, under Sections 120B and 420 of the IPC and
Sections 13(2) and 13(1)(d) of the Prevention of Corruption Act, 1988. NHAI had awarded a contract
(the Contract) to L&T-HCC JV, a joint venture of our Promoter and Hindustan Construction
Company Limited to execute the golden quadrilateral project (the Project) in Delhi-Kolkata. NHAI
alleged sub-contracting of more than 10% of the total value of the Project in contravention of the
Contract causing a loss of 220 million to NHAI. Pursuant to the disputes between the parties, NHAI
initiated arbitration proceedings before the arbitral tribunal as well as initiated dispute resolution
proceedings before the dispute review board (the DRB). The arbitral tribunal and the DRB dismissed
the claims of NHAI. NHAI entered into a settlement with L&T-HCC JV. The Patna High Court has
granted a stay on framing of charges before the Special Judge, CBI, Patna. The matter is currently
pending.
4. Our Promoter and M.P. Sharma (the Accused) filed a discharge petition (the Discharge Petition)
before the Sub-Divisional Judicial Magistrate, Sherghati in relation to the criminal case initiated
against our Promoter and the Accused by the Labour Enforcement Officer (Central), Patna before the
Sub-Divisional Judicial Magistrate, Sherghati for alleged violation of sections 47, 48 and 49 of the
BCW Act. The Sub-Divisional Judicial Magistrate, Sherghati has allowed the Application and the
Discharge Petition. The matter is currently pending.
5. The State of Jammu (the Complainant) filed an FIR against the officials of National Hydroelectric
Power Corporation (NHPC) and the officials of our Promoter (collectively the Accused), before
the CBI under Sections 120B and 420, 420A of the Ranbir Penal Code of Jammu and Kashmir, 1932
and Section 5 of Jammu and Kashmir Prevention of Corruption Act, 2006, alleging criminal conspiracy
and forgery of documents by the Accused. NHPC had awarded two contracts (the NHPC Contract) to
our Promoter to execute the work of rural electrification in Udhampur and Kathua district in Jammu. A
complaint was filed by a whistle blower within NHPC alleging irregularities by the officials of NHPC
in execution of the NHPC Contract. Pursuant to the same, the Complainant further alleged that the
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Accused furnished forged undertakings and also placed purchase orders on various firms without the
prior approval of NHPC, causing loss to the exchequer as the materials were not supplied directly from
the manufacturer. The matter is currently pending.
6. The Karnataka State Pollution Control Board filed a criminal complaint against our Promoter before
the JMFC, Devanahalli, Bengaluru for alleged violation of certain provisions of the Air (Prevention
and Control of Pollution) Act, 1981 and failure to disconnect power supply to the crusher plant of our
Promoter. The matter is currently pending.
7. Two criminal complaints (the Complaints) against our Promoter and its directors and others have
been filed by the Inspector, under the BCW Act, before the Karkardooma Court, Delhi in relation to
alleged non-compliance of certain provisions of the BCW Act pertaining to the green project site of
DLF Limited. Subsequently, our Promoter filed two petitions (the Petitions) under Section 482 of the
CrPC before the Delhi High Court seeking quashing of the Complaints. The Delhi High Court disposed
of the Petitions and dispensed with appearance of the directors of the promoters. The matters are
currently pending.
8. S. K. Poddar filed a criminal complaint against our Promoter before the Chief Metropolitan Magistrate,
Kolkata under Section 420 of the IPC alleging non-payment of brokerage relating to lease provided to
British Airways. The matter is currently pending.
9. The Labour Enforcement Officer filed a complaint against our Promoter before the Metropolitan
Magistrate Court, Patiala in relation to alleged violation of certain provisions of Contract Labour Act at
various construction sites. The matter is currently pending.
10. T. Malliah, a labour supply contractor filed a complaint against our Promoter before the Metropolitan
Magistrate Court, Miyapur for alleged non-payment of wages and alleged violation of certain
provisions of Contract Labour Act. The matter is currently pending.
11. G V Bapat, a food inspector (the Complainant) filed a complaint against our Promoter, the supplier
and buyer of food items used in the canteen of our Promoter before the Additional Chief Metropolitan
Magistrate, Mazgaon under Section 2 of the Prevention of Food Adulteration Act, 1954 in relation to
adulterated food being supplied. The matter is currently pending.
12. R. S. Manjrekar (the Complainant), a workman of our Promoter filed a miscellaneous criminal
complaint against our Promoter before the Labour Court, Bandra in relation to non-compliance of order
of re-instatement passed by the Labour Court. Our Promoter had terminated the services of the
Complainant. Subsequently, the Complainant filed an application before the Labour Court seeking re-
instatement of services which was granted by the Labour Court. Due to disputes between the
Complainant and our Promoter in relation to re-instatement, the Complainant filed the aforesaid
miscellaneous criminal complaint. The matter is currently pending.
13. Patekar, a retired workman of our Promoter filed a miscellaneous criminal complaint before the
Magistrate Court, Mumbai against our Promoter alleging criminal conspiracy and criminal intimidation
when he was in service. The matter is currently pending.
14. Kamaljeet Singh Shikawat (the Complainant), a customer of our Promoter, filed a criminal case
against our Promoter and L&T Construction Equipment Limited before the Thana Mandan, District
Alwar, Rajashthan alleging that L&T Construction Equipment Limited failed to return the equipment
belonging to the Complainant. The matter is currently pending.
15. Our Promoter filed an appeal against the D.G. (Inspection) before the Secretary of Labour Department,
Government in relation to the order passed by D.G. (Inspection) imposing a penalty of 9,000 for
alleged contravention of certain provisions under the BCW Act by our Promoter. The matter is
currently pending.
16. The Regional Officer, of Gujarat Pollution Control Board (the GPCB) filed a criminal complaint on
behalf of GPCB, against our Promoter and the directors of our Promoter, including A. M. Naik and S.
N. Subrahmanyan before the Chief Judicial Magistrate First Class, Vadodara under Section 15 read
with Section 16 of the Environment (Protection) Act, 1986 alleging that the construction of flats and
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buildings was commenced without obtaining an environment clearance as required under the
notification issued by the Ministry of Environment and Forests. The matter is currently pending.
Actions by regulatory/ statutory authorities
In relation to regulatory or statutory action taken against our Promoter, given the nature and size of operations of
our Promoter, all the processes in relation to regulatory or statutory matters are de-centralised and managed at
respective plant or business unit. Accordingly, it is difficult for our Promoter to collate all regulatory or statutory
action taken against our Promoter which are pending as of date. In view of the above, actions by regulatory and
statutory authorities taken against our Promoter relate to inter alia resumption of land owned by our Promoter,
by the Government of Orissa due to prolonged non-utilisation of land by our Promoter; show cause notice
issued by the Inspector under the ESI Act for arrears towards contribution of employee state insurance by our
Promoter; inspection being conducted by the Municipal Corporation of Delhi for alleged non-possession of
requisite licence by our Promoter; demand raised by the Kuruchi New Town Development Authority,
Coimbatore in relation to infrastructure and amenity charges to be paid by our Promoter; demand for royalty for
alleged mining of mineral, raised by the Department of Mining and Zoology, Odisha; demand of cess raised by
the Government of Rajasthan through labour department under the BCW Act; notice issued by the Assistant
Commissioner in relation to failure of our Promoter in remitting the dues of its employees under the provisions
of the EPF Act; notices in relation to alleged non-stamping and non-verification of liquid petroleum gas fuel
dispenser pumps business under the Legal Metrology Act, 2009 by the Inspectors, Legal Metrology Karad;
show cause notice in relation to alleged violation of the SEBI Act and the SEBI Insider Trading Regulations
issued by SEBI; notices issued by the Additional Superintendent of Stamps, Vadodara in relation to exemption
from payment of stamp duty on consent award and on execution of lease agreements between our Promoter and
its subsidiaries. Our Promoter has challenged all the demands made by the regulatory/ statutory authorities. The
matters are currently pending.
Direct tax matters
34 direct income tax related matters involving our Promoter have been filed before High Courts, Income Tax
Appellate Tribunals and Commissioners of Income-Tax involving an aggregate amount of 8,264.4 million, in
relation to matters including inter alia provision for foreseeable losses; provision for warranty expenses;
deductions u/s 80-IA of the Income Tax Act; payments to clubs; estate maintenance expenses; disallowance u/s
14A; expenses on employee compensation cost; community welfare and rural development expenses; and
provision for sales tax. The matters are currently pending.
393 indirect tax cases involving our Promoter have been filed before various departmental authorities, tribunals,
High Courts and Supreme Court, involving an aggregate amount of 33,511.08 million, in relation to matters
inter alia consisting of denial of CENVAT credit, disallowance of exemptions claimed for sale in transit, sub-
contractor turnover, labour and like charges, delay in submission of forms, disallowance of exemptions and
demand of service tax on mobilisation advances under reverse charge mechanism on various services received
from abroad, denial of various service tax exemptions claimed, penalty on differential excise duty paid against
supplementary invoices, non-payment of service tax. The matters are currently pending.
Other matters involving an amount above 2,500 million
1. Our Promoter has filed a writ petition against the show cause notice issued by the Collector and District
Registrar, Hyderabad (the Collector) before the Andhra Pradesh High Court in relation to alleged
deficit payment of stamp duty by our Promoter and L&T Metro Rail (Hyderabad) Limited in respect of
the EPC contract executed between L&T Metro and our Promoter. The Andhra Pradesh High Court
vide an interim order, has suspended the Show Cause Notice. The amount involved in the matter is
6,197.50 million. The matter is currently pending.
2. South City Group Housing Apartments Owners Association Bangalore (Sugruha), an association in
South City, Bangalore filed a consumer complaint (the Complaint) against our Promoter before the
National Consumer Disputes Redressal Commission, Delhi (the NCDRC), in relation to deficiency
of services in construction by our Promoter in respect of the residential project built by our Promoter in
Bangalore. The amount involved in matter is 4,420 million. The matter is currently pending.
Other matters involving an amount below 2,500 million
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In addition to the above, various litigation have been filed against our Promoter which are pending before
various forums and which individually aggregates to less than 2,500 million and matters typically pertain to
recovery of possession of property; arbitration with customers, business partners and employees; consumer
cases; suits for recovery of money; suits for reinstatement of services and compensation in case of termination
of employment; public interest litigation in relation to construction of dam; motor accidents claim; suits filed in
relation to fixation of rateable value of land under construction; compensation suit for loss of business
opportunities writ petitions filed by non-successful bidders under the tender where our Promoter is also
impleaded as successful bidder; labour cases filed by workmen. The matters are currently pending.
Litigation or legal action pending or taken by any ministry or government department or statutory
authority against our Promoter during the last five years
There are no litigation or legal action pending or taken by any ministry or government department or statutory
authority above 2,500 million against our Promoter during the last five years.
Litigation or legal action pending or taken by any ministry or government department or statutory authority
against our Promoter during the last five years include suit for eviction where our Promoter occupies the land as
a tenant; payment of property tax in relation to land under construction; payment of octroi on the license for use
of the software supplied by SAP India Systems Applications and Products in data processing.
Litigation filed by our Promoter
Criminal matters
1. Our Promoter has filed a criminal complaint against Seshagiri Rao (the Accused), an ex-employee of
our Promoter before the Alandur Court, Chennai in relation to cheating and misappropriation of funds
by the Accused. Subsequently, the Accused filed a criminal writ petition before the Madras High
Court, which was dismissed by the Madras High Court. The matter is currently pending.
2. Our Promoter has filed a defamation suit against Rajagopalan, a resident of South City, Bengaluru
before the Additional Chief Metropolitan Magistrate, Bangalore under Section 499 of the IPC, in
relation to the defamatory remarks against our Promoter which was published in magazines. The matter
is currently pending.
3. Our Promoter filed a criminal complaint against Ravi Srihari (the Accused), an ex-employee of our
Promoter, before the Metropolitan Magistrate Court, Miyapur, Hyderabad for alleged cheating, forgery,
criminal breach of trust and misappropriation of our Promoters funds. The Accused refunded an
amount of 1.52 million. The matter is currently pending.
4. Our Promoter filed a criminal case against Ramesh Bhatt, an ex-employee of our Promoter, before the
Metropolitan Magistrate Court, Mumbai, for allegedly forging documents leading to misappropriation
of funds from our Promoter. The matter is currently pending.
5. Our Promoter filed a criminal complaint against a group of persons before the Court of the Executive
Magistrate, Rajgangpur for illegal trespass of approximately 17.72 acres of land of our Promoter near
the stadium in Kansbahal Para campus. The land under consideration is under resumption and the
matter of resumption is pending before the Orissa High Court. The matter is currently pending.
6. Our Promoter filed a criminal complaint against Sathish Kumar (the Accused), an assistant sales
manager in the construction and equipment business of our Promoter, before the Metropolitan
Magistrate Court, Coimbatore, in relation to diversion of funds and forging of documents by the
Accused pertaining to the construction and equipment business of our Promoter. The matter is currently
pending.
7. Our Promoter filed a criminal complaint against Manoj Mendon (the Accused), an ex-employee of
our Promoter before the Metropolitan Magistrate Court, Mumbai for forgery and criminal breach of
trust by the Accused for an amount of 2.9 million along with interest by the Accused. The matter is
currently pending.
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8. Our Promoter filed a criminal complaint against T. K. Bandopadhyay (the Accused), an ex-employee
of our Promoter, before the Metropolitan Magistrate Court, Kolkata, for criminal conspiracy, falsifying
the accounts of our Promoter and illegally collecting monies from various companies. The matter is
currently pending.
9. There are 18 criminal complaints filed by our Promoter before various forums in relation to dishonour
of cheques under Section 138 of the Negotiable Instruments Act. The matters are currently pending.
1. Our Promoter initiated arbitration proceedings against Visa Power Limited (Visa Power) in relation
to the disputes arising out of contract entered into between Visa Power and our Promoter. Visa Power
had awarded a contract to our Promoter for balance of plant package for setting up of a 2x600 MW
Visa Raigarh Super Thermal Power Project at Devari and Dumarpali villages in the Raigarh District of
Chattisgarh. In terms of the contract, Visa Power was required to make payments to our Promoter and
our Promoter was required to furnish a bank guarantee in favour of Visa Power. The alleged failure of
Visa Power to make timely payments to our Promoter, resulted in termination of the contract.
Subsequently, Visa Power invoked the bank guarantee furnished by our Promoter. Therefore, our
Promoter initiated arbitration proceedings against Visa Power and filed a statement of claim seeking
for a total claim amount of 6,029.75 million along with interest of 18% per annum till realisation of
the same. Visa Power filed a counter claim of 18,298.70 million consisting mainly consequential
damages. The matter is currently pending.
2. Our Promoter initiated three arbitration proceedings against National Thermal Power Corporation
(NTPC) in relation to construction of 12 kms underground tunnel and head race tunnel for Tapovan
Vishnugad hydroelectric power project (the Power Project) of NTPC in Uttarakhand. L&T-AM JV, a
joint venture of our Promoter and Alpine Bau GmbH was formed for the purpose of executing the
Power Project. The claims involved in the three arbitration proceedings pertain to: (i) claims filed by
our Promoter for a period from November 2006 to December 2009 pertaining to alleged delays and
breaches committed by NTPC, including an amount aggregating to 2,510 million; (ii) claims filed by
our Promoter for a period from January, 2010 to May, 2012 pertaining to alleged delays and breaches
committed by NTPC, including an amount aggregating to 3,390 million; and (iii) claims filed by our
Promoter in relation to invocation and encashment of bank guarantees by NTPC, involving an
aggregate amount of 9,126 million.
3. Our Promoter filed a suit for specific performance before the Bombay High Court against Grasim
Industries Limited and its associate Samruddi Swastik Trading Investments Limited (collectively the
Respondents) in relation to non-transfer of equity shares of our Promoter held by the Respondents to
the L&T Employee Welfare Foundation. Pursuant to an agreement between our Promoter and the
Respondents, the Respondents were required to transfer 0.78% equity shares of our Promoter at 240
per equity share held by the Respondents to L&T Employee Welfare Foundation as a part of integrated
restructuring proposal of cement business of our Promoter. The Respondents failed to transfer the
equity shares to L&T Employee Welfare Foundation. Our Promoter has, accordingly, filed the
aforesaid suit seeking specific performance of transfer of shares along with accretions thereon and
dividends by the Respondents to the L&T Employee Welfare Foundation and, in the alternative,
claimed damages up to 2,468.64 million. The matter is currently pending.
In addition to the above, our Promoter has initiated various litigation which are pending before various forums
which pertain to inter alia claims arising out of breach of contractual terms by customers/ business partners;
arbitration with customers, business partners and employees; suits including summary suits for recovery of
money; winding up petitions filed by our Promoter against customer for non-payment; writ petition in relation to
rejection to obtain mining lease; writ petition challenging the constitutional validity of the levy of extra water
and sewerage charges by Brihan Mumbai Mahanagarpalika, Mumbai; suits for infringement of trademark of our
Promoter; writ petition challenging the demand of octroi on license for use of software. The matters are
currently pending.
III. Litigation involving our Group Companies
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Our Group Companies operate in diverse sectors in India and overseas. Our Board has approved that given the nature and extent of
operations of our Group Companies, the outstanding litigation involving our Group Companies which exceed the lower of one per cent of
the consolidated revenue and five per cent of the consolidated net profit of our Promoter in the last audited financial year would be
considered material for our Company.
On the basis of the above, the litigation involving our Group Companies has been disclosed in the following manner:
(i) all outstanding criminal proceedings and actions taken by regulatory or statutory authorities involving our Group Companies
along with any other case which are non-quantifiable but are considered material by our Group Companies have been disclosed
individually in this section, other than criminal proceedings initiated by our Group Companies under Section 138 of the Negotiable
Instruments Act, which have been disclosed in a consolidated manner;
(ii) all claims related to direct and indirect taxes, in a consolidated manner giving details of number of cases and total amount in this
section;
(iii) all the litigation involving our Group Companies where the aggregate amount involved exceeds 2,500 million have been
disclosed individually in this section and litigation below 2,500 million, if any, involving our Group Companies have been
consolidated and disclosed in a summary and indicative manner in this section.
Litigation involving L&T Kobelco Machinery Private Limited (L&T KMPL)
Two indirect tax matters involving LTKMPL have been filed before the Appellate Deputy Commissioner,
Chennai involving an aggregate amount of 4.10 million, in relation to various issues including availing input
VAT credit, payment of differential VAT payable on commodity code classification and disallowance of input
tax credit on certain items. The matters are currently pending.
Litigation involving L&T Infrastructure Development Projects Limited (L&T IDPL)
Direct tax matters
Seven direct tax appeals involving L&T IDPL have been filed before the CIT (Appeals) involving an aggregate
amount of 300 million, in relation to various issues including disallowance of expenditure under Section 14A
of the Income Tax Act. The matters are currently pending.
Other matters
There are no outstanding litigations involving L&T IDPL exceeding 2,500 million.
Other matters involving L&T IDPL include special civil application filed by L&T IDPL against Gujarat
Maritime Board and the Government of Gujarat before the Gujarat High Court in relation to a bank guarantee
issued by L&T IDPL for development of port at Kachchigarh. The matter is currently pending.
Litigation involving L&T Power Development Limited (L&T PDL)
Direct tax matters
Three direct tax appeals involving L&T PDL have been filed before the ITAT and CIT (Appeals) involving an
aggregate amount of 71.4 million, in relation to various issues including disallowance of revenue expenditure
on account of non-commencement of business and disallowance under Section 14A of the Income Tax Act. The
Other matters
There are no outstanding litigations involving L&T PDL exceeding 2,500 million.
One matter involving L&T PDL relates to inter alia cancellation of over 50 Memorandum of Agreements
executed by Government of Arunachal Pradesh with various power developers. The matter is currently pending.
Litigation involving L&T Sapura Shipping Private Limited (L&T Sapura)
Direct tax matters
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One direct tax matter involving L&T Sapura has been filed before the CIT (Appeals), involving an aggregate
amount of 65.34 million, relating to the notice issued by the assessing officer questioning the eligibility of
L&T Sapura for computing income under the tonnage tax scheme despite L&T Sapura having obtained tonnage
tax approval and the ship of L&T Sapura being registered under the Merchant Shipping Act, 1958. The matter is
currently pending.
One indirect tax matter involving L&T Sapura has been filed before the CESTAT, involving an aggregate
amount of 1,425.98 million relating to the payment of custom duty and penalty on import of vessels. The
matter is currently pending.
Litigation involving L&T Seawoods Limited (L&T Seawoods)
Direct tax matters
One direct tax appeal involving L&T Seawoods has been filed before the ITAT in relation to the issues relating
to characterising the revenue expense as capital expense on the ground that L&T Seawoods has not conducted
any business activity during the assessment year 2009-10. The matter is currently pending.
City and Industrial Development Corporation of Maharashtra (CIDCO) has issued a notice to L&T Seawoods
in relation to payments of certain amounts to be made by L&T Seawoods under a contract entered into between
CIDCO and L&T Seawoods for execution of a project (the Project) at Maharashtra. CIDCO claimed an
amount of 7,514 million towards alleged liquidated damages, additional premium and delayed payment
charges for three instalment and delay in overall completion of the Project. L&T Seawoods, vide its reply dated
September 23, 2014 (the Reply), has disputed amount claimed by CIDCO. There have been no further
developments in the matter pursuant to the Reply. The amount involved in the matter is 7,514 million. The
Other matters involving L&T Seawoods relate to inter alia civil suit filed against L&T Seawoods, CIDCO and
others in relation to termination of contract for supply of machinery and materials for the project conducted by
L&T Seawoods.
Litigation involving L&T Technology Services Limited (LTTSL)
Criminal matters
LTTSL has initiated proceedings under Section 138 of the Negotiable Instruments Act before the Mumbai trial
court against Rochem Green Energy Private Limited (Rochem Green) in relation to dishonour of cheques by
Rochem Green. The matter is currently pending.
Other matters
There are no outstanding litigations involving LTTSL exceeding 2,500 million.
Other matters involving LTTSL relate to inter alia arbitration proceedings filed by LTTSL for breach of onsite
undertaking and recovery of related arbitration cost, arbitration proceedings filed by LTTSL in relation to
absconding of employees and breach of employment related terms and conditions, petition by ex-landlord and
claim by an ex-employee of LTTSL for back wages along with interest for producing certain documents for the
work undertaken by LTTSL for one of its clients and claims filed by ex-employees of LTTSL in relation to inter
alia unfair dismissal, discrimination and unpaid wages. The matters are currently pending.
Litigation involving L&T Hydrocarbon Engineering Limited (L&T HEL)
Direct tax matters
329
Four direct tax matters involving L&T HEL have been filed before various forums such as ITAT, Assistant
Commissioner (TDS), CIT (Appeals), involving an aggregate amount of 37.3 million, relating to tax not being
deducted on bank guarantee charges and internet charges and difference in rate of tax deducted at source. The
15 sales tax, customs and service tax related matters involving L&T HEL have been filed before various forums
such as Sales Tax Tribunal, Commissioner of Customs, CESTAT, Commissioner of Service Tax, Deputy
Commissioner of Sales Tax (Appeals), Additional Commissioner of Central Excise, High Court and Supreme
Court, involving an aggregate amount of 4,646.6 million, in relation to various issues including disallowance
of deemed inter state sales and non- submission of forms, disallowance of input tax credit, demand of excise
duty on fabrication of tanks, platforms and ladders, demand of service tax on manpower recruitment, service of
supply agency and software procurement and classification. The matters are currently pending.
Other matters
There are no outstanding litigations involving L&T HEL exceeding 2,500 million.
Other matters involving L&T HEL relate to inter alia recovery for alleged loss suffered or non-payment of
invoices as well as interest thereon, recovery of payments made for supply of certain equipment, suit for
declaration in relation to alleged payment of service tax, withholding of 10% of the total lumpsum price on
account of price adjustment relating to Naphtha Cracker Project due to delay in achieving mechanical
completion. The matters are currently pending.
Litigation involving L&T Realty Limited (L&T Realty)
Direct tax matters
Five direct tax matters involving L&T Realty have been filed before the CIT (Appeals) involving an aggregate
amount of 153.80 million, relating to disallowance of interest expenditure, cost of services paid to L&T and
fees paid to ROC. The matters are currently pending.
Litigation involving L&T-Valdel Engineering Limited (L&T Valdel)
Direct tax matters
Eight direct tax matters involving L&T Valdel have been filed before various forums such as CIT (Appeals),
ITAT Bangalore and High Court of Karanataka, involving an aggregate amount of 192.00 million, in relation
to disallowance of the deduction under Section 10A of the Income Tax Act and other disallowance of revenue
expenses. The matters are currently pending.
One matter involving L&T Valdel has been filed before the Service Tax Department involving an aggregate
amount of 1.62 million, in relation to exemption claimed by L&T Valdel from payment of service tax on the
services rendered outside India. The matter is currently pending.
Litigation involving L&T Sargent & Lundy Limited (L&T SLL)
Two service tax related appeals involving L&T SLL have been filed before the CESTAT involving an aggregate
amount of 0.85 million, in relation to adjustment of excess service tax paid and classification of service tax
and exemption in relation to the same. The matters are currently pending.
Litigation involving L&T Construction Equipment Limited (L&T CEL)
Criminal matters
330
Kamaljeet Singh Shikawat, a customer of our Promoter, filed a criminal case against our Promoter and L&T
Construction Equipment Limited before the Thana Mandan, District Alwar, Rajashthan. For further details, see
Outstanding Litigation and Material Developments- Litigation involving our Promoter- Litigation against our
Promoter- Criminal matters from pages 323 to 325.
Direct tax matters
Two direct tax appeals involving L&T CEL have been filed before the ITAT involving an aggregate amount of
148.9 million, in relation to various issues including adjustment of CENVAT credit to closing stock,
disallowance of deduction under Section 35(1)(i)(3) of the Income Tax Act and transfer pricing adjustment on
certain international transactions. The matters are currently pending.
17 indirect tax appeal matters involving L&T CEL have been filed before various tribunals such as CESTAT,
Joint Commissioner of Commercial Tax, involving an aggregate amount of 1,505.87 million, which relate to
inter alia denial of CENVAT credit on service tax paid on sole selling agency commission, denial of CENVAT
credit on input services, interest on short payment and differential tax levied for non-submission of declaration
form. The matters are currently pending.
Other matters
There are no outstanding litigations involving L&T CEL exceeding 2,500 million.
Other matters involving L&T CEL relate to consumer complaints pertaining to defective equipment being
supplied, failure of providing equipment compensation under the Consumer Protection Act, claim for
replacement of certain equipment- hydraulic excavator machine and damages for the same. The matters are
currently pending.
Litigation involving L&T Cutting Tools Limited (L&T CTL)
Direct tax matters
Four direct tax appeals involving L&T CTL have been filed before the ITAT involving an aggregate amount of
1.3 million, in relation to inter alia, disallowance of commission expense and deduction under Section 35(1)(i)
of the Income Tax Act. The matters are currently pending.
10 matters involving L&T CTL have been filed before various forums such as Joint Commissioner of Sales Tax
(Appeals), CESTAT, Commissioner of Central Excise and High Court involving an aggregate amount of
310.22 million in relation to non-receipt of certain forms required to be filed, disallowance of labour charges
and input tax credit. The matters are currently pending.
Litigation involving L&T General Insurance Company Limited (L&T GICL)
Four show cause notices have been issued by various authorities such as the Commissioner of Service Tax and
the Assistant Commissioner of Service Tax to L&T GICL, involving an aggregate amount of 85.76 million in
relation to inter alia, non-payment of service tax on expenses recovered from co-insurers, reversal of
proportionate CENVAT credit for expenses pertaining to co-insurance premiums, availment of CENVAT credit
on reinsurance premium and non-payment of service tax on amount collected as standard deductibles from the
customers. The matters are currently pending.
Other matters
There are no outstanding litigations involving L&T GICL which exceed 2,500 million.
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Other matters involving L&T GICL relate to consumer complaints filed against L&T GICL in relation to
various alleged deficiencies of services, pertaining to inter alia motor insurance and health insurance provided
by L&T GICL, appeals filed in relation to claims pertaining to matters under the Motor Accidents
Compensation Act, 1999 and matters before the ombudsman in relation to demand of settlement of claim by the
insured in respect of the insurance policies of L&T GICL availed by the insured. The matters are currently
pending.
Litigation involving L&T-MHPS Boilers Private Limited (L&T MHPS)
Direct tax matters
Three direct tax matters involving L&T MHPS have been filed before the CIT (Appeals) involving an aggregate
amount of 0.46 million, in relation to various tax related issues including disallowance of expense under
Section 14A of the Income Tax Act and foreseeable losses on construction contracts. The matters are currently
pending.
Two matters involving L&T MHPS have been filed before the Commissioner of Sales Tax involving an
aggregate amount of 7.11 million, in relation to various issues including tax demand on account of pending
statutory forms, entry tax liability on purchases and interest on such payments. The matters are currently
pending.
Litigation involving L&T-MHPS Turbine Generators Private Limited (L&T MTGPL)
Direct tax matters
Two direct tax appeals involving L&T MTGPL have been filed before the CIT (Appeals) involving an
aggregate amount of 0.02 million, in relation to disallowance of foreseeable loss. The matters are currently
pending.
One matter involving L&T MTGPL has been filed before Commissioner of Customs (Appeals) involving an
aggregate amount of 22.4 million, in relation to imports from related parties and the cost insurance freight
loading on the imports. The matter is currently pending.
Litigation involving L&T BPP Tollway Limited (L&T BTL)
Other matters
There are no outstanding litigations involving L&T BTL which exceed 2,500 million.
One writ petition involving L&T BTL has been filed before the Rajasthan High Court in relation to illegal
construction of toll plaza and alleged construction of access road by L&T BTL in violation of the guidelines
issued by the Ministry of Road Transport and Highways. The reliefs sought include amongst other things,
directions from the court to stop construction of the toll plaza. The matter is currently pending.
Litigation involving Larsen & Toubro Electromech LLC (L&T Electromech LLC)
Direct tax matters
L&T Electromech LLC has filed an objection with the Secretary General for Taxation, Ministry of Finance in
relation to the tax assessment order passed for the year 2008 disallowing certain related party subcontract
charges, exchange loss on forward contracts and certain miscellaneous expenses aggregating to USD 2.43
million (equivalent to 150.7 million as of the date of filing of objection). The aggregate amount involved in
the matter is USD 0.29 million (equivalent to 18.1 million as of the date of filing of objection). The matter is
currently pending.
Other matters
332
There are no outstanding litigations involving L&T Electromech LLC which exceed 2,500 million.
One matter involving L&T Electromech LLC has been filed before the Court of Muscat in relation to alleged
illegal termination of employment by L&T Electromech LLC of certain employees. The matter is currently
pending.
Litigation involving L&T Metro Rail (Hyderabad) Limited (L&T MRHL)
L&T MRHL has filed a writ petition before the High Court of Hyderabad for the State of Telangana and the
State of Andhra Pradesh (Hyderabad High Court) against the Registration and Stamps Department,
Hyderabad, Government of Andhra Pradesh (the Stamps Department) in relation to payment of stamp duty by
L&T MRHL. The Stamps Department issued a show cause notice (the Show Cause Notice) to L&T MRHL
calling upon L&T MRHL to show cause as to why stamp duty amounting to 6,197.50 million should not be
paid by L&T MRHL. L&T MRHL, has accordingly, filed the aforesaid writ petition against the Show Cause
Notice. The Hyderabad High Court has passed an injunction order in favour of L&T MRHL. The aggregate
amount involved in the matter is 6,197.50 million. The matter is currently pending.
One writ petition involving L&T MRHL has been filed before the Hyderabad High Court against the Principal
Secretary, Labour Employment, Training and Factories Department, State of Telangana for demand to pay
labour cess under Building and Other Construction Workers Welfare Cess Act, 1996. The Hyderabad High
Court has granted an injunction order in favour of L&T MRHL in this regard. The matter is currently pending.
Litigation involving L&T Modular Fabrication Yard (Oman) LLC (L&T MFY LLC)
Other matters
There are no outstanding litigations involving L&T MFY LLC which exceed 2,500 million.
Six cases have been filed involving L&T MFY LLC, four for alleged wrongful termination, one for cancellation
of purchase order for sewage disposal and another for compensation for losses, damages, costs expenses and
loss of profits from alleged faulty equipment. The matters are currently pending.
Litigation involving Larsen & Toubro Saudi Arabia LLC (L&T Saudi Arabia LLC)
Direct tax matters
An appeal has been filed involving L&T Saudi Arabia LLC against a notice of the Department of Zakat and
Income Tax (DZIT) for payment of overdue taxes. L&T Saudi LLC has filed an appeal against the same before
the DZIT. The aggregate amount involved in the matter is SAR 13.9 million (equivalent to 227.46 million as
of the date of notice). The matter is currently pending.
Litigation involving Nabha Power Limited (Nabha Power)
The Punjab & Haryana High court has on its own motion filed a civil writ petition to examine whether adequate
and effective health delivery system are in place in coal fired thermal power plants operating in Punjab and
whether there is any evaluation of occupational health status of the workers. The matter is currently pending.
Direct tax matters
One direct tax appeal involving Nabha Power Ltd. has been filed before the ITAT, involving an aggregate
amount of 10.5 million, for allowing interest income to be set off against interest expenditure and not to be
taxed as income from other sources. The matter is currently pending.
333
One indirect tax appeal involving Nabha Power Ltd. has been filed before CESTAT, involving an aggregate
amount of 85.20 million, for demand of service tax and penalty on codal charges paid to the Indian railways
(the northern railway). The matter is currently pending.
Other matters
There are no outstanding litigations involving Nabha Power which exceed 2,500 million.
Other matters involving Nabha Power relate to inter alia land acquisition, increase in capital cost for railway
siding, petitions filed by Nabha Power before various electricity regulatory commissions in relation to inter alia
payment of capacity charges and claim of fiscal benefits under foreign trade policy. The matters are currently
pending.
Litigation involving L&T Finance Limited (L&T Finance)
Litigation filed against L&T Finance
Criminal matters
1. Battula Mahalakshmi (the Complainant) filed an FIR against the employees of L&T Finance (the
Accused), before the Kakinada police station in relation to inter alia allegedly threatening the wife of
the Complainant by the Accused for non-payment of instalments which were due to be paid by the
Complainant. Subsequently, a criminal case has been initiated before the JMFC, Kakinada. The matter
2. Dinesh Yadav (the Complainant) filed a criminal complaint against the officers of L&T Finance
before the JMFC, Jamshedpur, in relation to inter alia alleged theft of documents and cash pertaining
to the truck finance availed by the Complainant from L&T Finance. The matter is currently pending.
3. Gopal Gorai (the Complainant) filed an FIR against the employees of L&T Finance, before the
Sonamukhi police station, West Bengal, in relation to inter alia alleged theft of property of the
Complainant which was hypothecated by the Complainant to L&T Finance while availing loan from
L&T Finance. Subsequently, a criminal case has been initiated before the Additional Chief Judicial
Magistrate, Bishnupur. The matter is currently pending.
4. Madhumita Jaiswal (the Complainant) filed an FIR against certain persons before the Barrackpore
Sub Division Police Station in relation to inter alia alleged criminal breach of trust by non-delivery of
vehicle to the Complainant. The Complainant further alleged that the non-delivery of vehicle was
according to the instructions of the employees of L&T Finance. The matter is currently pending.
5. Muttappa Hirekumbi (the Complainant) filed an FIR against the employees of L&T Finance (the
Accused), before the Golgumbaj police station, Bijapur, in relation to inter alia charging exorbitant
interest under the Karnakata Prohibition of Excess Interest Act, 2004 by the Accused. Subsequently, a
criminal case has been initiated before the JMFC, Bijapur. The matter is currently pending.
6. Nagji Suthar (the Complainant) filed an FIR against the employees of L&T Finance (the Accused),
before the Kareda district police station in relation to inter alia alleged theft of the Complainants
tractor by the Accused. Subsequently, a criminal case has been initiated before the Additional Chief
Judicial Magistrate, Mandal. The matter is currently pending.
7. Rameshwar Singh (the Complainant) filed an FIR against the employees of L&T Finance (the
Accused), before the Sakchi Police Station, Jamshedpur in relation to inter alia criminal breach of
trust and criminal conspiracy pertaining to funding of commercial vehicle of the Complainant by the
Accused. Subsequently, a criminal case has been initiated before the Chief Judicial Magistrate,
Jamshedpur. The matter is currently pending.
8. M/s. Riya Stone Crusher (the Complainant) filed a criminal case against an employee of L&T
Finance (the Accused) before the Chief Judicial Magistrate Kamrup, Guwahati for alleged criminal
334
breach of trust and criminal conspiracy in relation to illegal re-possession of the assets of the
Complainant by the Accused. The matter is currently pending.
9. Sanjay Mishra (the Complainant) filed a criminal case against the managing director and officers of
L&T Finance (the Accused) before the Chief Judicial Magistrate, Jamshedpur for alleged theft of the
tractor of the Complainant by the Accused. The matter is currently pending.
10. Satish Kumar (the Complainant) filed an FIR against the officers of L&T Finance (the Accused),
before the Torwa, Bilaspur police station in relation to inter alia alleged theft of asset financed through
L&T Finance. Subsequently, a criminal case has been initiated before the JMFC, Bilaspur. The matter
11. L&T Finance filed a revision petition against M/s. Yashoda Constructions (the Complainant) before
the Sessions Judge, Pune against the process orders issued by JMFC, Pune. The Complainant had filed
a criminal case against the officers of L&T Finance (the Accused) before the JMFC, Pune in relation
to re-possession of equipment by L&T Finance. The JMFC, Pune through its order issued process. The
12. Mohd. Junaid (the Complainant) filed a criminal case against an employee of L&T Finance (the
Accused) before the Additional Chief Metropolitan Magistrate, Delhi for alleged cheating and
forging of loan documentation in relation to loan availed of by the Complainant from L&T Finance.
The matter is currently pending.
13. Sk Nijamuddin filed a criminal case against the borrower (the Accused) of L&T Finance before the
Kharagpur police station for sale of hypothecated property without requisite permissions. The Accused
has filed a petition before the Calcutta High Court for quashing the drawing up of charge sheet against
the Accused and stay has been granted by the Calcutta High Court. The matter is currently pending.
14. Madhuri Devi (the Complainant) filed an FIR against an officer of L&T Finance (the Accused),
before the Bhagwanpur Police Station in relation to inter alia alleged forcible re-possession of assets
by the Accused. Subsequently, a criminal case has been initiated before the CJ Vaishali, Hajipur. The
15. M/s. Srikant Tractors filed a criminal case against the borrower of L&T Finance (the Accused)
before the District Judge, Sagar, in relation to recovery of the margin amount towards the sale of the
tractor by the Accused. The matter is currently pending.
16. The Electricity Department, Purnea filed a criminal case against L&T Finance before the Chief Judicial
Magistrate, Purnea in relation to alleged theft of energy by L&T Finance. The matter is currently
pending.
17. Jagarnath Tiwari filed an FIR against the employees of L&T Finance before the Gazipur police station,
in relation to inter alia alleged forcible re-possession of car by the Accused. The matter is currently
pending.
18. Baban Giri (the Complainant) filed an FIR against certain officials of L&T Finance (the Accused)
before the Ranhola, Delhi police station inter alia for alleged theft of vehicle of the Complainant. The
19. Pushpendra Singh (the Complainant) filed an FIR against certain officials of L&T Finance (the
Accused) before the Vidhayakpuri Police station inter alia for alleged forcible re-possession of assets
by the Accused. The matter is currently pending.
20. Subhash Zende (the Complainant) filed criminal case against L&T Finance before the District Court,
Pune, in relation to non-issuance of RC. The matter is currently pending.
21. Santosh Kumar (the Complainant) filed an FIR against certain officials of L&T Finance (the
Accused) before the Harnaut police station inter alia for alleged forcible re-possession of assets by
the Accused. Subsequently, a criminal case has been initiated before the Chief Judicial Magistrate
Biharsharif at Nalanda. The matter is currently pending.
335
22. Chandra J (the Complainant) filed an FIR against certain officials of L&T Finance (the
Accused)before the Fariland police station inter alia for alleged forcible re-possession of assets by
the Accused. The matter is currently pending.
23. Sumith Kumar filed a criminal petition against L&T Finance before the Andhra Pradesh High Court, in
relation to alleged forcible re-possession of assets by the Accused. The matter is currently pending.
Direct tax matters
Five direct tax matters involving L&T Finance have been filed before various tribunals such as ITAT and CIT
(Appeals) involving an aggregate amount of 52.41 million in relation to various issues including disallowance
of expenses in relation to exempt dividend income under Section 14A of the Income Tax Act, disallowance of
depreciation in respect of motor cars given under lease, short term capital gain on sale of equity shares being
treated as business income, taxation of securitisation gain and business income on sale of business of L&T
trade.com being treated as slump sale. The tribunals have passed refund orders aggregating to an amount of
697.25 million in four of the direct tax matters and one matter is pending before the ITAT.
32 indirect tax matters involving L&T Finance with the Commissioner of Central Excise (Appeal) involving an
aggregate amount of 175 million, in relation to service tax levied on receipt of interest on delayed payment
and finance charges in case of hire purchase finance deals and foreclosure charges, inter-state exemption in case
of deemed sale, claim of exemption for deemed sale by import and refusal of input tax credit by the authorities.
The matters are currently pending.
Other matters
There are no outstanding litigations involving L&T Finance which exceed 2,500 million.
Other matters involving L&T Finance include petitions with regard to setting aside of awards, application for
interim awards and consumer complaints. The matters are currently pending.
Litigation filed by L&T Finance
Criminal matters
There are 15 criminal complaints filed by L&T Finance before various forums in relation to dishonour of
cheques under Section 138 of the Negotiable Instruments Act. The matters are currently pending.
Litigation involving L&T Infrastructure Finance Company Limited (L&T IFCL)
Litigation filed against L&T IFCL
Direct tax matters
Five direct tax matters involving L&T IFCL have been filed before various tribunals such as ITAT, CIT
(Appeals) involving an aggregate amount of 144.16 million, in relation to various issues including
disallowance of share issue expenses, expenses pertaining earning exempt income, expenditure in relation to
issuance of debentures being treated as capital expenditure. The matters are currently pending.
Two cases involving L&T IFCL have been filed before various tribunals such as Commissioner of Service Tax,
Additional Commissioner of Service Tax involving an aggregate amount of 45.4 million, in relation to
payment of service tax on upfront interest and for service tax proposed to be imposed on manpower supply for
projects. The matters are currently pending.
Other matters
336
There are no outstanding litigations filed against L&T IFCL which exceed 2,500 million.
Other matters filed against L&T IFCL relate to various issues including inter alia testamentary petition filed
against L&T IFCL, suit for declaration of right to passage of land filed against L&T IFCL. The matters are
currently pending.
Litigation filed by L&T IFCL
Criminal matters
There are 21 criminal complaints filed by L&T IFCL before various forums in relation to dishonour of cheques
under Section 138 of the Negotiable Instruments Act. The matters are currently pending.
Other matters
There are no outstanding litigations filed by L&T IFCL which exceed 2,500 million.
Other matters filed by L&T IFCL related to various issues including, winding up petitions filed by L&T IFCL
against Avarsekar Realty Private Limited and Get Power Private Limited before the Bombay High Court and the
Madras High Court, respectively, recovery of debt proceedings initiated by L&T IFCL against IDEB, Get Power
Private Limited and Sujana Power Limited before various debt recovery tribunal. The matters are currently
pending.
Litigation involving L&T Investment Management Limited (L&T IML)
Direct tax matters
One notice of demand involving L&T IML has been issued by the Deputy Commissioner of Income Tax,
involving an aggregate amount of 1.20 million, in relation to investment made by L&T Mutual Fund in certain
pass through certificates of a securitisation trust. The matter is currently pending.
Two show cause notices have been issued by the Additional Commissioner of Service Tax to L&T IML
involving an aggregate amount of 3.15 million in relation to inter alia disallowance on input availed on certain
services and refusal to treat the services provided to M/s FIL Investment Management (Hong Kong) as export of
services.
Other matters
There are no outstanding litigations involving L&T IML exceeding 2,500 million.
Other matters involving L&T IML relate to inter alia consumer matters filed against L&T IML in relation to
deficiency of services and certain matters in relation to transmission of units post death of the investors, wherein
L&T IML has been made a pro forma party for the purposes of submission of evidence. The matters are
currently pending.
Litigation involving L&T Valves Limited (L&T Valves)
Direct tax matters
Seven direct tax petitions involving L&T Valves have been filed before various High Courts, ITAT and
Commissioner of Income Tax involving an aggregate amount of 31.9 million, in relation to various issues
including transfer pricing adjustments with respect to sales of valves to related parties, allowability of ESOP
expenses and transactions not entered by L&T Valves appearing in Form 26AS. The matters are currently
pending.
24 (twenty four) matters in relation to central excise, sales tax and customs involving L&T Valves have been
337
filed before various forums such as Commissioner of Excise (Appeals), CESTAT, Revisional Authority Delhi,
Ministry of Revenue, Commissioner of Customs, Joint Commissioner of Sales Tax, High Courts, Supreme
Court involving an aggregate amount of 93.0 million, in relation to various issues including availment of
exemption, classification of central excise, excise duty rebate, refund of VAT, input credit on manufacture of
exempted goods. The matters are currently pending.
Other matters
There are no outstanding litigations involving L&T Valves which exceed 2,500 million.
One matter involving L&T Valves related to recovery proceedings initiated by the Canara Bank against L&T
Valves before the Debt Recovery Tribunal, Madurai in relation to discounting of bills by M/s. Valla Castings
Limited. The matter is currently pending.
IV. Litigation involving our Directors

Disclosure of litigation involving our Directors:
We have disclosed all pending criminal litigation and actions taken by regulatory or statutory authorities involving our Directors
individually in this section. We have disclosed claims related to direct and indirect taxes involving our Directors in a consolidated manner
giving details of number of cases and total amount. We have disclosed details of inquiry or investigation conducted by SEBI against our
Directors.
Our Board has approved that given the nature and extent of operations of our Company and our Subsidiaries, the outstanding litigation
involving our Directors which exceed the lower of one per cent of the consolidated revenue or five per cent of the consolidated net profit of
our Company in the last audited financial year would be considered material for our Company. Accordingly, in addition to the above, we
have disclosed all outstanding litigation involving our Directors where the aggregate amount involved exceeds 375 million have been
disclosed individually and the litigation below 375 million involving our Directors have been consolidated and disclosed in a summary
and indicative manner in this section.
Litigation against our Directors
1. Litigation involving A. M. Naik
Criminal matters
1. Two criminal complaints against our Promoter, A. M. Naik, S. N. Subrahmanyan and others have been
filed by the Inspector, under the BCW Act, before the Karkardooma Court, Delhi. For further details,
see Outstanding Litigation and Material Developments- Litigation involving our Promoter- Litigation
against our Promoter- Criminal matters from pages 323 to 325.
2. The Regional Officer, of Gujarat Pollution Control Board filed a criminal complaint on behalf of
GPCB, against our Promoter and the directors of our Promoter, including A. M. Naik and S. N.
Subrahmanyan before the Chief Judicial Magistrate First Class, Vadodara. For further details, see
Outstanding Litigation and Material Developments- Litigation involving our Promoter- Litigation
1. Our Promoter has filed various appeals before the Controller, Legal Metrology, Maharashtra. The
Inspectors, Legal Metrology Karad, Chinchwad and Solahpur, Maharashtra, have issued several notices
to A. M. Naik, in the capacity of he being a director of our Promoter, in relation to alleged non-
stamping and non-verification of liquid petroleum gas fuel dispenser pumps business under the Legal
Metrology Act, 2009 which was sold by our Promoter in 2009. The matters are currently pending.
2. SEBI has issued notices to our Promoter and A. M. Naik in relation to alleged violation of the SEBI
Act and the SEBI Insider Trading Regulations for delay in reporting obligations in connection with
certain trades in shares of our Promoter. A. M. Naik has filed a reply to SEBI indicating inter alia that
other than in the case of certain trades where the delay was inadvertent or due to delays on account of a
weekend or delivery by courier, the other trades were reported within the prescribed time. Our
Promoter has filed its reply to SEBI indicating inter alia, that in case of certain trades undertaken by A.
M. Naik there was one day delay in reporting primarily on account of certain technical issues in
accessing exchange portals on that day and hence, the disclosure was filed on the next day. The matter
338
Other matters
There are no outstanding litigation involving A. M. Naik which exceed 375 million.
Other matters involving A. M. Naik where the aggregate amount involved is below 375 million include
complaint and contempt petition filed against A. M. Naik in relation to transfer of employee and alleged unfair
termination from employment of the employee.
2. Litigation involving S. N. Subrahmanyan
Criminal matters
1. A criminal complaint against our Promoter, A. M. Naik, S. N. Subrahmanyan and others has been filed
by the Inspector, under the BCW Act, before the Karkardooma Court, Delhi. For further details, see
2. The Regional Officer, of Gujarat Pollution Control Board (the GPCB) filed a criminal complaint on
behalf of GPCB, against our Promoter and the directors of our Promoter, including A. M. Naik and S. N.
Subrahmanyan before the Chief Judicial Magistrate First Class, Vadodara. For further details, see
Our Promoter filed an appeal before the Controller, Legal Metrology, Maharashtra in relation to the alleged non-
compliance by the directors of our Promoter under the Legal Metrology Act and the Legal Metrology Rules for
non-stamping and non-verification of dispenser pumps of liquid petroleum gas. For further details, see
Outstanding Litigation and Material Developments- Litigation involving our Promoter- Litigation against our
Promoter- Criminal matters from pages 323 to 325.
Action initiated by SEBI against the Entities operating in the Securities Market with which Directors are
associated
1. SEBI has issued notices to our Promoter and A. M. Naik in relation to alleged violation of the SEBI Act
and the SEBI Insider Trading Regulations for certain trade in shares of our Promoter. For further details,
see Outstanding Litigation and Material Developments- Litigation involving our Directors- Litigation
against our Directors from pages 338 to 339.
2. SEBI had initiated adjudicating proceedings against the Principal Mutual Fund, Principal PnB Asset
Management Company Private Limited (the AMC) and Principal Trustee Company Private Limited
(the Trustee) in which M. M. Chitale is an independent director, to enquire and adjudge the alleged
violations of certain circulars issued by SEBI. SEBI levied a penalty of 1.00 million each on the AMC
and the Trustee, respectively under Section 15D(b) of the SEBI Act, which have been paid by the AMC
and the Trustee.
V. Material Developments
For details of material developments since last balance sheet date, see Managements Discussion and Analysis
of Financial Condition and Results of Operations beginning on page 296.
339
GOVERNMENT AND OTHER APPROVALS
We have set out below an indicative list of material approvals obtained by our Company and our Subsidiaries.
The indicative approvals set out below are obtained by our Company and our Subsidiaries, as applicable (other
than Offer and incorporation related approvals), for the purposes of undertaking their business. In view of these
approvals, our Company and our Subsidiaries can undertake this Offer and current business activities. We have
disclosed below pending approvals which have been applied for by our Company and our Subsidiaries and
approvals that are required but not obtained.
Approval for the Offer

For the approvals and authorisations obtained by our Company in relation to the Offer, see Other Regulatory
and Statutory Disclosures- Authority for the Offer on page 342.
Incorporation Details of our Company
1. Certificate of incorporation dated December 23, 1996 issued by the RoC to our Company.
2. Certificate for commencement of business dated March 25, 1997 issued by the RoC to our Company.
3. Fresh certificate of incorporation consequent upon change in name dated June 25, 2001 issued by the RoC
to our Company.
Business Related Approvals

Our Company requires various approvals for us to carry on our business in India and overseas. The approvals
that we require include the following:
(a) General approvals and registrations in India
1. Consent from the various pollution control boards in relation to consent in discharge of effluents
under the Water Pollution Act and Air Pollution Act;
2. Licence in relation to importation and storage of petroleum issued by the Petroleum and Explosives
Safety Organisation, Ministry of Commerce;
3. Shops and Establishments certificate issued under relevant laws of state we operate.
4. Certificate of importer-exporter code issued by the Ministry of Commerce and Industry.

(b) General approvals and registrations outside India
We have several branches operating overseas and some of our Subsidiaries are incorporated outside India.
Accordingly, we obtain various registrations, including certificate of registration of incorporation,
commercial registrations to carry on business and registrations in the trade register with the local
authorities.
(c) Approvals related to STPI and SEZ units
1. Letter of Permission from the Special Economic Zone, Office of the Development Commissioner,
Government for extension of all the facilities and entitlements admissible to units in a special
economic zone subject to the provisions of the Special Economic Zones Act, 2005 and rules made
thereunder for establishment of a unit in a sector specific SEZ for inter alia IT/ITES, software
development, consulting and training.
2. Letter of Permission from the STPI, Department of Electronic and Information Technology,
Ministry of Communications & Information Technology, for setting up of an EOU under the STPI
scheme of the GoI.
3. Approval from the Office of the Commissioner of Customs, Ministry of Finance, Government
under the Customs Act, 1962 and Warehouse Regulations, 1966 for manufacture of software
development and export of the same from the unit set up under the EOU scheme.
(d) Employees and Labour related approval
340
Registration certificate issued by the Assistant Commissioner of Labour for principal employer under the
Contract Labour Act, 1970.
(e) Property related approvals
Our Company has leased land and set-up an EOU unit in Mahape, Maharashtra and our Company has
obtained various approvals in relation to the aforesaid building including inter alia occupancy certificate,
building completion certificate and drainage certificate from the Maharashtra Industrial Development
Corporation. Further, in relation to property occupied by us held on leasehold basis from our Promoter and
third parties, certain approvals are obtained by our Promoter and third parties, as applicable.
(f) Tax Related Approvals and Other Registrations
Our Company and our Subsidiaries have obtained various tax related approvals including, permanent
account number, registration under the Central Excise Act, 1944, service tax registration issued by the
Central Board of Excise and Customs, registration for local body tax under the Maharashtra Municipal
Corporations Act, 1949, approvals and registrations, our Company also maintains registration for VAT and
sales tax in the states where our Company operates.
Pending approvals
One of our recently incorporated Subsidiaries, L&T Infotech Austria, has filed an application for tax registration
with the Federal Ministry of Finance, Austria.
Approvals required but not obtained
1. Commercial registration certificate dated August 17, 2010 valid up to August 16, 2015 pertaining to the
branch of our Company located at Oman; and
2. Trade licence is yet to be applied for by one of our recently incorporated Subsidiaries, L&T Infotech
Austria.
341
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Our Board of Directors has approved the Offer pursuant to the resolution passed at their meeting held on June
16, 2015.
The Offer for Sale has been authorised by the Selling Shareholder pursuant to resolution passed by its board of
directors on July 31, 2015.
The Selling Shareholder has confirmed that it has held the Equity Shares proposed to be offered and sold in the
Offer for Sale for at least one year prior to the date of filing this Draft Red Herring Prospectus and the Equity
Shares proposed to be offered and sold by the Selling Shareholder are free from any lien, charge, encumbrance
or contractual transfer restrictions. The Selling Shareholder has also confirmed that the Selling Shareholder is
the legal and beneficial owner of the Equity Shares being offered under the Offer for Sale.
Our Company received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares
pursuant to letters dated [] and [], respectively.
Prohibition by SEBI or other Governmental Authorities
Our Company, our Promoter, our Directors, the Promoter Group, the Group Companies and the Selling
Shareholder have not been debarred from accessing or operating in capital markets under any order or direction
passed by SEBI or any other regulatory or governmental authority.
The companies, with which our Promoter or Directors are or were associated as promoter, directors or persons
in control have not been debarred from accessing in capital markets under any order or direction passed by SEBI
or any other regulatory or governmental authority.
Other than M. M. Chitale, none of our Directors are associated with the securities market. Except as disclosed in
Outstanding Litigation and Material Developments on page 320, there are no violations of securities laws
committed by any of our Directors in the past or are pending against them.
Prohibition by RBI
Neither our Company, nor our Promoter, Directors, Group Companies, nor the Selling Shareholder have been
identified as wilful defaulters by the RBI or any other governmental authority.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with the Regulation 26(1) of the SEBI Regulations as
explained below:
Our Company has had net tangible assets of at least 30 million in each of the preceding three full
years (of 12 months each). As the Offer is being made entirely through an offer for sale, the limit of not
more than 50% of net tangible assets being monetary assets, is not applicable;
Our Company has a minimum average pre-tax operating profit of 150 million calculated on a
consolidated restated basis, during the three most profitable years out of the immediately preceding five
years;
Our Company has a net worth of at least 10.0 million in each of the three preceding full years (of 12
months each);
The aggregate size of the proposed Offer and all previous issues made in the same financial year is not
expected to exceed five times the pre-Offer net worth as per the audited balance sheet of our Company
for the year ended March 31, 2015; and
Our Company has not changed its name within the last one year.
Our Companys pre-tax operating profit, net worth and net tangible assets derived from the Restated Financial
Statements included in this Draft Red Herring Prospectus as at, and for the last five years ended March 31 are
342
set forth below:
(In Million, unless otherwise stated)

Particulars Financial Year ended March 31,
2015 2014 2013 2012 2011
Net tangible assets 2,749.82 2,794.65 2,449.87 2,263.44 1,718.90
Pre-tax operating profit, as restated 10,965.92 10,649.17 8,910.08 7,005.09 4,686.29
Net worth 20,263.48 16,102.93 13,387.99 11,053.60 11,357.73
Further, in accordance with Regulation 26(4) of the SEBI Regulations, our Company shall ensure that the
number of prospective Allottees to whom the Equity Shares will be Allotted will be not less than 1,000 failing
which the entire application monies shall be refunded forthwith.
Our Company is in compliance with the conditions specified in Regulation 4(2) of the SEBI Regulations, to the
extent applicable.
DISCLAIMER CLAUSE OF SEBI
AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED
TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED
HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, CITIGROUP GLOBAL MARKETS
INDIA PRIVATE LIMITED, KOTAK MAHINDRA CAPITAL COMPANY LIMITED, ICICI
SECURITIES LIMITED AND BARCLAYS BANK PLC HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN
FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO
TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS AND THE SELLING
SHAREHOLDER WILL BE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY
CONFIRMED OR UNDERTAKEN BY IT IN THIS DRAFT RED HERRING PROSPECTUS IN
RELATION TO ITSELF FOR THE EQUITY SHARES OFFERED BY IT BY WAY OF THE OFFER
FOR SALE, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDER
DISCHARGE THEIR RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGERS HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED SEPTEMBER 28, 2015 WHICH READS AS FOLLOWS:
WE, THE BOOK RUNNING LEAD MANAGERS TO THE ABOVE MENTIONED FORTHCOMING
OFFER, STATE AND CONFIRM AS FOLLOWS:
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
COLLABORATORS, ETC. AND OTHER MATERIAL DOCUMENTS IN CONNECTION
WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING
TO THE OFFER;
2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY,
ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER,
PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER
PAPERS FURNISHED BY THE COMPANY AND THE SELLING SHAREHOLDER, WE
CONFIRM THAT:
343
(A) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (SEBI) IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE OFFER;
(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE OFFER AS ALSO THE
REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE
SEBI, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT
AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND
(C) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL
INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED OFFER
AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS
OF THE COMPANIES ACT, 1956 AND THE COMPANIES ACT, 2013, AS
APPLICABLE, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS
AMENDED (SEBI REGULATIONS) AND OTHER APPLICABLE LEGAL
REQUIREMENTS.
3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN

THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT
TILL DATE SUCH REGISTRATIONS ARE VALID.
4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS

TO FULFIL THEIR UNDERWRITING COMMITMENTS. - NOTED FOR COMPLIANCE
5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTER HAS BEEN

OBTAINED FOR INCLUSION OF EQUITY SHARES AS PART OF PROMOTERS
CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO
FORM PART OF PROMOTERS CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE
DISPOSED/SOLD/TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING
FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE SEBI
UNTIL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE
DRAFT RED HERRING PROSPECTUS.
6. WE CERTIFY THAT REGULATION 33 OF THE SEBI REGULATIONS, WHICH RELATES

TO EQUITY SHARES INELIGIBLE FOR COMPUTATION OF PROMOTERS
CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE
DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE
IN THE DRAFT RED HERRING PROSPECTUS. COMPLIED WITH AND NOTED FOR
COMPLIANCE
7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C)

AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SEBI REGULATIONS
SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN
MADE TO ENSURE THAT PROMOTERS CONTRIBUTION SHALL BE RECEIVED AT
LEAST ONE DAY BEFORE THE OPENING OF THE OFFER. WE UNDERTAKE THAT
AUDITORS CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI.
WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE
THAT PROMOTERS CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT
WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE
COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC OFFER. NOT APPLICABLE
8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE
FUNDS ARE BEING RAISED IN THE PRESENT OFFER FALL WITHIN THE MAIN
OBJECTS LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION
OR OTHER CHARTER OF THE COMPANY AND THAT THE ACTIVITIES WHICH HAVE
BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF
ITS MEMORANDUM OF ASSOCIATION. COMPLIED WITH TO THE EXTENT
APPLICABLE
344
9. WE CONFIRM THAT NECESSARY ARRANGEMENTS WILL BE MADE TO ENSURE THAT
THE MONEYS RECEIVED PURSUANT TO THE OFFER ARE KEPT IN A SEPARATE BANK
ACCOUNT AS PER THE PROVISIONS OF SUB SECTION (3) OF SECTION 73 OF THE
COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID
BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES
MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT
TO BE ENTERED INTO BETWEEN THE BANKERS TO THE OFFER, THE COMPANY AND
THE SELLING SHAREHOLDER SPECIFICALLY CONTAINS THIS CONDITION. - NOTED
FOR COMPLIANCE. ALL MONIES RECEIVED OUT OF THE OFFER SHALL BE
CREDITED/TRANSFERRED TO A SEPARATE BANK ACCOUNT AS REFERRED TO IN
SUB-SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013.
10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE
SHARES IN DEMAT OR PHYSICAL MODE. NOT APPLICABLE. UNDER SECTION 29 OF
THE COMPANIES ACT, 2013, EQUITY SHARES IN THE OFFER HAVE TO BE ISSUED IN
DEMATERIALISED FORM ONLY.
11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SEBI
REGULATIONS HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR
VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL
INFORMED DECISION.
12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE
DRAFT RED HERRING PROSPECTUS:
(A) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN TIME,

THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF
THE COMPANY; AND
(B) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPLY WITH

SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE SEBI
FROM TIME TO TIME.
13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO

ADVERTISEMENT IN TERMS OF THE SEBI REGULATIONS WHILE MAKING THE
OFFER. NOTED FOR COMPLIANCE
14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS
BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS
BACKGROUND OF THE COMPANY, SITUATION AT WHICH THE PROPOSED BUSINESS
STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE, ETC.
15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH

THE APPLICABLE PROVISIONS OF THE SEBI REGULATIONS, CONTAINING DETAILS
SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE,
PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE
REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.
16. WE ENCLOSE A STATEMENT ON PRICE INFORMATION OF PAST ISSUES HANDLED

BY THE MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THE OFFER),
AS PER FORMAT SPECIFIED BY THE SEBI THROUGH CIRCULAR.
17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN
FROM LEGITIMATE BUSINESS TRANSACTIONS. COMPLIED WITH TO THE EXTENT
OF THE RELATED PARTY TRANSACTIONS OF THE COMPANY, AS PER THE
ACCOUNTING STANDARD 18 AND INCLUDED IN THE DRAFT RED HERRING
PROSPECTUS.
18. WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER 106Y (1) (A) OR (B) (AS THE CASE
MAY BE) TO LIST ON THE INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER
XC OF THE SEBI REGULATIONS (IF APPLICABLE)- NOT APPLICABLE.
345
The filing of this Draft Red Herring Prospectus does not, however, absolve our Company from any liabilities
under Section 34 or Section 36 of the Companies Act, 2013 or from the requirement of obtaining such statutory
or other clearances as may be required for the purpose of the Offer. SEBI further reserves the right to take up, at
any point of time, with the BRLMs any irregularities or lapses in this Draft Red Herring Prospectus, the Red
Herring Prospectus, and the Prospectus.
The filing of this Draft Red Herring Prospectus does not absolve the Selling Shareholder from any liabilities to
the extent of the statements made by it in respect of the Equity Shares offered by the Selling Shareholder, as part
of the Offer for Sale, under Section 34 or Section 36 of the Companies Act, 2013.
All legal requirements pertaining to the Offer will be complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining
to the Offer will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections
26, 30 and 32 of the Companies Act, 2013.
Caution - Disclaimer from our Company, the Selling Shareholder and the BRLMs
Our Company, the Directors, the Selling Shareholder and the BRLMs accept no responsibility for statements
made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued
by or at our Companys instance and anyone placing reliance on any other source of information, including our
Companys website www.lntinfotech.com or the respective websites of our Promoter, Promoter Group or Group
Companies, would be doing so at his or her own risk.
The Selling Shareholder, its directors, affiliates (other than our Company), associates and officers accept/
undertake no responsibility for any statements made other than those made in relation to the Selling Shareholder
and to the Equity Shares offered by the Selling Shareholder, by way of the Offer for Sale.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholder and our
Company.
All information shall be made available by our Company, the Selling Shareholder and the BRLMs to the public
and investors at large and no selective or additional information would be available for a section of the investors
in any manner whatsoever, including at road show presentations, in research or sales reports, at Bidding centres
or elsewhere.
None among our Company, the Selling Shareholder or any member of the Syndicate is liable for any failure in
uploading the Bids due to faults in any software/ hardware system or otherwise.
Investors who Bid in the Offer will be required to confirm and will be deemed to have represented to our
Company, the Selling Shareholder, Underwriters and their respective directors, officers, agents, affiliates, and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not
eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our
Company, the Selling Shareholder, Underwriters and their respective directors, officers, agents, affiliates, and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible
to acquire the Equity Shares.
Our existing customers (including the largest customer and others among the top ten customers) include one of
the BRLMs and affiliates of certain of the BRLMs, comprising Citi, Kotak and Barclays. In the past, in 2011,
our Company also acquired shares of LTIFST pursuant to an agreement with Citigroup Fund Services Canada
Inc. as part of a transaction where Citigroup Fund Services Canada Inc. transferred, inter-alia, assets to LTIFST
pursuant to an asset purchase agreement (see the Notes to the Financial Statements in the section Financial
Statements beginning on page 194 for additional information on this transaction). The BRLMs and their
respective associates and affiliates may engage in transactions with, and perform services for, our Company, the
Selling Shareholder and their respective group companies, affiliates or associates or third parties in the ordinary
course of business and have engaged, or may in the future engage, in commercial banking and investment
banking transactions with or become customers to our Company, the Selling Shareholder and their respective
group companies, affiliates or associates or third parties, for which they have received, and may in the future
receive, compensation. As used herein, the term affiliate means any person or entity that controls or is
controlled by or is under common control with another person or entity.
346
Price information of past issues handled by the BRLMs
A. Citi
1. Price information of past issues handled by Citi

Sr. No. Issue Issue Issue Listing Opening Closing % Change Benchmark Closing price Benchmark Closing price Benchmark Closing price Benchmark
Name Size price date price on price on in Price on index on listing as on 10th index as on 10th as on 20th index as on as on 30th index as on 30th
th
( in () listing listing listing date date (Closing) calendar day calendar days calendar day 20 calendar calendar day calendar days
million) date () date () (Closing) vs. from listing from listing day from listing days from from listing from listing
Issue Price day () (Closing) day () listing day day () day (Closing)
(Closing)
1. Just Dial 9,191.41 530.00 June 5, 590.00 611.45 15.37% 19,568.22 629.30 19,177.93 625.45 18,629.15 655.80 19,495.82
Limited 2013
(3)
2. UFO 6,000.00 625.00 May 600.00 598.80 (-) 4.19% 27,206.06 600.15 27,957.50 562.75 27,188.38 553.25 26,425.30
Moviez 14,
India 2015
Ltd.
Source: www.bseindia.com
Notes:
1. Benchmark index is BSE Sensex.
2. In case 10th/ 20th/ 30th day is not a trading day, closing price on the BSE of a trading day immediately prior to the 10th/ 20th/ 30th day, is considered
3. A discount of 47 per Equity Share was offered to Retail Individual Bidders in the IPO
2. Summary statement of price information of past issues handled by Citi
Financial Total Total No. of IPOs trading at discount No. of IPOs trading at premium No. of IPOs trading at discount as on 30th No. of IPOs trading at
Year No. of Funds on listing date on listing date calendar day from listing day premium as on 30th calendar
IPOs Raised ( day from listing day
in Million)
Over Between Less Over Between Less Over Between 25- Less than Over Between Less
50% 25-50% than 50% 25-50% than 50% 50% 25% 50% 25-50% than
25% 25% 25%
April 1, 1 6,000.00 - - 1 - - - - - 1 - - -
2014 May
15, 2015
2013-14 1 9,191.41 - - - - - 1 - - - - - 1
2012-13 - - - - - - - - - - - - - -
B. Kotak Mahindra Capital Company Limited
1. Price information of past issues handled by Kotak:
347
Sr. Issue Name Issue Size Issue price Listing date Opening Closing % Change in Benchmark Closing Benchmark Closing Benchmark Closing Benchmark
No. ( in million) () price on price on Price on index on listing price as index as on price as index as on price as index as on
listing date listing date listing date date (Closing) on 10th 10th calendar on 20th 20th calendar on 30th 30th calendar
() () (Closing) vs. calendar days from calendar days from calendar days from
Issue Price day from listing day day from listing day day from listing day
listing day (Closing) listing day (Closing) listing day (Closing)
1. Sadbhav
September
Infrastructure Project 4,916.57 103.00 111.00 106.2 3.11% 7,899.15 - - - - - -
16, 2015
Limited
2. Power Mech Projects August 26,
2,732.16 640.00 600.00 586.55 -8.35% 7,791.85 601.05 7,655.05 586.95 7,872.25 - -
Limited 2015
3. Manpasand 4,000.00 320.00 July 9, 2015 300.00 327.75 2.42% 8,328.55 338.90 8,609.85 367.70 8,337.00
394.25 8,564.60
Beverages Limited
4. Adlabs 3,745.94 180.00 April 6, 162.20 192.65 7.03% 8,659.90 175.90 8,750.20 144.45 8,305.25 146.95 8,324.80
Entertainment 2015
Limited (1)
5. Ortel 1,736.49 181.00 March 19, 160.05 162.25 -10.36% 8,634.65 147.50 8,492.30 156.00 8,660.30 174.35 8,606.00
Communications 2015
Limited
Source: www.nseindia.com
Notes:
1. In Adlabs Entertainment Limited, the issue price to retail individual investor was 168 per equity share after a discount of 12 per equity share. The Anchor Investor Issue price was 221 per equity share.
2. In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered.
3. Nifty is considered as the benchmark index.
2. Summary statement of price information of past issues handled by Kotak:
Financial Year Total Total Funds No. of IPOs trading at discount No. of IPOs trading at premium No. of IPOs trading at discount as on No. of IPOs trading at premium as on
No. of Raised on listing date on listing date 30th calendar day from listing day 30th calendar day from listing day
IPOs ( in
million) Over Between Less Over Between Less Over Between 25- Less than Over Between 25- Less than
50% 25-50% than 50% 25-50% than 50% 50% 25% 50% 50% 25%
25% 25%
April 1, 2015 4 15,394.67 - - 1 - - 3 - - 1 - - 1

September 22,
2015
2014-15 1 1,736.49 - - 1 - - - - - 1 - - -
2013-14 - - - - - - - - - - - - - -
C. Barclays Bank PLC
348
Barclays Bank PLC has not handled any initial public offerings of equity shares in the current Financial Year and two Financial Years preceding the current Financial Year.
D. I- Sec
1. Price information of past issues handled by I-Sec
Sr. Issue Name Issue size Issue Listing Opening Closing % Change in Benchmark Closing price as Benchmark index as Closing price as Benchmark index as Closing price as Benchmark index as
No. ( in price date price on price on Price on listing index on on 10th calendar on 10th calendar day on 20th calendar on 20th calendar day on 30th calendar on 30th calendar day
million) ( in listing date listing date date (Closing) vs. listing day from listing from listing day day from listing from listing day day from listing from listing day
million) Issue Price date (Closing) day (Closing) day (Closing) day (Closing)
(1)
1. Shemaroo 1,200.00 170 October 180 171.00 0.59% 7,945.55 154.00 7,859.95 160.35 7,927.75 163.95 8322.20
Entertainment 1, 2014
Limited
2. Wonderla 1,812.50 125 May 9, 160 157.80 26.24% 6,858.80 166.80 7,263.55 212.60 7,235.65 216.15 7654.60
Holidays Limited 2014
3. VRL Logistics 4,678.78 205 April 30, 288 294.10 43.46% 8,181.50 279.95 8,325.25 301.25 8,423.25 306.55 8433.40
Limited 2015
4. PNC Infratech 4,884.41 378 May 26, 387.00 360.50 (4.63%) 8,339.35 379.45 8,114.70 379.90 8,013.90 390.35 8,398.00
Limited 2015
5. Manpasand 4,000.00 320 July 9, 300.00 327.75 2.42% 8,328.55 352.75 8,603.45 373.05 8,375.05 434.70 8,525.60
Beverages 2015
Limited
6. Sadbhav 4,916.57 103 July 16, 111.00 106.20 3.11% 7899.15 NA NA NA NA NA NA

Infrastructure 2015
Project Limited
(1) Discount of 17 per equity share offered to retail investors. All calculations are based on Issue Price of 170.00 per equity share
Notes:
1. All data sourced from www.nseindia.com
2. Benchmark index considered is NIFTY
3. 10th, 20th, 30th calendar day from listed day have been taken as listing day plus 10, 20 and 30 calendar days, except wherever 10th, 20th, 30th calendar day is a holiday, in which case we have considered the closing data of the next trading
date/day
2. Summary statement of price information of past issues handled by I-Sec
Financial Total No. Total Funds Raised No. of IPOs trading at discount on No. of IPOs trading at premium on No. of IPOs trading at discount as on 30th No. of IPOs trading at premium as on 30 th
Year of IPOs ( in million) listing date listing date calendar day from listing day calendar day from listing day
Over Between 25- Less Over Between 25- Less Over Between 25- Less than Over Between 25- Less than
50% 50% than 50% 50% than 50% 50% 25% 50% 50% 25%
25% 25%
2015-16 4 18,479.76 0 0 1 0 1 2 0 0 0 0 2 1
2014-15 2 3,012.50 0 0 0 0 1 1 0 0 1 1 0 0
2013-14 0 Nil 0 0 0 0 0 0 0 0 0 0 0 0
Track record of past issues handled by the BRLMs
349
For details regarding the track record of the BRLMs, as specified in Circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, see the websites of the
BRLMs, as set out in the table below:
Sr. No Name of the BRLM Website

1. Citi http://www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm
2. Kotak http://www.investmentbank.kotak.com
3. Barclays http://www.barclays.in/investment-banking/index.html
4. I-Sec http://www.icicisecurities.com
350
Disclaimer in respect of Jurisdiction
This Offer is being made in India to persons resident in India (including Indian nationals resident in India who
are competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered
with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold and
invest in shares, insurance companies registered with the IRDAI, permitted provident funds and pension funds,
insurance funds set up and managed by the army, navy or air force of the Union of India and insurance funds set
up and managed by the Department of Posts, India) and to FIIs, Eligible NRIs, FPIs and other eligible foreign
investors (viz. bilateral and multilateral development financial institution). This Draft Red Herring Prospectus
does not, however, constitute an invitation to subscribe to shares offered hereby in any jurisdiction other than
India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into
whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about, and to
observe, any such restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of
appropriate court(s) in Mumbai only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that this Draft Red Herring Prospectus had been filed with SEBI for its
observations. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or
indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red
Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our Company, the Subsidiaries or the Selling Shareholder since the date hereof
or that the information contained herein is correct as of any time subsequent to this date.
The Equity Shares have not been and will not be registered under the U.S. Securities Act, and may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities
laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States to persons
reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the U.S. Securities
Act) pursuant to Rule 144A of the U.S. Securities Act and (ii) outside the United States in offshore
transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of the
jurisdictions where such offers and sales occur.
Disclaimer Clause of BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.
Disclaimer Clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.
Filing
A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporate Finance Department, Plot
No.C4-A,'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051
A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 32 of the
Companies Act, 2013 would be delivered for registration to the RoC and a copy of the Prospectus to be filed
under Section 26 of the Companies Act, 2013 would be delivered for registration with RoC at the Office of the
Registrar of Companies, 100, Everest, Marine Drive, Mumbai 400 002.
Listing
Applications have been made to the Stock Exchanges for permission to deal in and for an official quotation of
the Equity Shares. [] will be the Designated Stock Exchange with which the Basis of Allotment will be
finalised.
351
If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the
Stock Exchanges mentioned above, our Company and the Selling Shareholder shall forthwith repay, without
interest, all moneys received from the Bidders / Applicants in pursuance of the Red Herring Prospectus /
Prospectus. If such money is not repaid within the prescribed time after our Company and the Selling
Shareholder become liable to repay it, then our Company and every Director of our Company who is an officer
in default may, on and from such expiry of such period, be liable to repay the money, with interest, as disclosed
in the Red Herring Prospectus or the Prospectus.
Our Company and the Selling Shareholder shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading at all Stock Exchanges mentioned above are taken within
12 Working Days of the Bid/Offer Closing Date. Further, the Selling Shareholder confirm that they shall
provide assistance to our Company and, the BRLMs, as may be reasonably required and necessary, for the
completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges
where the Equity Shares are proposed to be listed within 12 Working Days of the Bid/Offer Closing Date.
If our Company does not Allot Equity Shares pursuant to the Offer within 12 Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by SEBI, it shall repay, without interest, all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delayed period.
The Selling Shareholder confirms that it shall reimburse our Company for any interest payments made by our
Company on behalf of the Selling Shareholder in this regard.
Consents
Consents in writing of the Selling Shareholder, our Directors, our Company Secretary and Compliance Officer,
our Chief Financial Officer, legal advisors, Banker/Lenders to our Company, and the BRLMs, the Syndicate
Members, the Escrow Collection Banks, Refund Bank and the Registrar to the Offer to act in their respective
capacities, have been obtained / will be obtained prior to filing of the Red Herring Prospectus with the RoC and
filed along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act and
such consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus for registration
with the RoC.
In accordance with the Companies Act, 2013 and the SEBI Regulations, our Statutory Auditors, Sharp &
Tannan, Chartered Accountants have given their written consent to the inclusion of its audit reports dated July
27, 2015 on unconsolidated Restated Financial Statements and consolidated Restated Financial Statements and
the statement of tax benefits dated September 18, 2015 included in this Draft Red Herring Prospectus and such
consent have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from our Statutory Auditors, Sharp & Tannan, Chartered
Accountants, to include their names as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this
Draft Red Herring Prospectus and as expert as defined under section 2(38) of the Companies Act, 2013 in
respect of the audit reports dated July 27, 2015 on unconsolidated Restated Financial Statements and
consolidated Restated Financial Statements and the statement of tax benefits dated September 18, 2015 and such
consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. As the Equity Shares in
the Offer will not be registered under the U.S. Securities Act, any references to the term expert herein and the
Statutory Auditors consent to be named as an expert to the Offer are not in the context of a U.S. registered
offering of securities.
Offer Expenses
The expenses of this Offer include, among others, underwriting and management fees, selling commissions,
printing and distribution expenses, legal fees, statutory advertisement expenses, registrar and depository fees
and listing fees. For further details of Offer expenses, see Objects of the Offer on page 95.
The Offer related expenses will be paid by the Selling Shareholder.
352
Fees Payable to the Syndicate
The total fees payable to the Syndicate (including underwriting commission and selling commission and
reimbursement of their out-of-pocket expense) will be as per the engagement letter dated August 12, 2015 with
the BRLMs and the Syndicate Agreement.
Commission payable to SCSBs and Registered Brokers
For details of the commission payable to SCSBs and Registered Brokers, see Objects of the Offer on page 95.
Fees Payable to the Registrar to the Offer
The fees payable by our Company and the Selling Shareholder to the Registrar to the Offer for processing of
application, data entry, printing of Allotment Advice/CAN/refund order, preparation of refund data on magnetic
tape, printing of bulk mailing register will be as per the agreement dated August 26, 2015 entered into, between
our Company, the Selling Shareholder and the Registrar to the Offer, a copy of which will be available for
inspection at the Registered Office.
The Registrar to the Offer will be reimbursed for all out-of-pocket expenses including cost of stationery,
postage, stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Offer
to enable it to send refund orders or Allotment advice by registered post/speed post.
Particulars regarding public or rights issues by our Company during the last five years
Our Company has not made any public or rights issues during the five years preceding the date of this Draft Red
Herring Prospectus.
Previous issues of Equity Shares otherwise than for cash
Except as disclosed in Capital Structure on page 82, our Company has not issued any Equity Shares for
consideration otherwise than for cash.
Commission and Brokerage paid on previous issues
Since this is the initial public issue of Equity Shares, no sum has been paid or has been payable as commission
or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares
since our Companys inception.
Previous capital issue during the previous three years by listed Group Companies and subsidiaries of our
Company
None of our Group Companies or Subsidiaries have their equity shares listed on any stock exchange.
Performance vis--vis objects Public/rights issue of our Company and/or listed Group Companies and
associates of our Company
Other than as disclosed in Capital Structure, on page 82, our Company has not undertaken any previous public
or rights issue. None of our Group Companies or our Subsidiaries have undertaken any public or rights issue of
their equity shares in the last ten years preceding the date of this Draft Red Herring Prospectus.
Outstanding Debentures or Bonds
There are no outstanding debentures or bonds as of the date of filing this Draft Red Herring Prospectus.
Outstanding Preference Shares or other convertible instruments issued by our Company
Other than employee stock options issued under the Existing Employee Stock Option Plans, our Company does
not have any outstanding preference shares or other convertible instruments as on date of this Draft Red Herring
Prospectus.
Partly Paid-up Shares
Our Company does not have any partly paid-up Equity Shares as on the date of this Draft Red Herring
353
Prospectus.
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange.
Mechanism for Redressal of Investor Grievances
The agreement between the Registrar to the Offer, our Company and the Selling Shareholder provides for
retention of records with the Registrar to the Offer for a period of at least three years from the last date of
despatch of the letters of Allotment, demat credit and refund orders to enable the investors to approach the
Registrar to the Offer for redressal of their grievances.
All grievances relating to the non-ASBA process may be addressed to the Registrar to the Offer, giving full
details such as name, application number, address of the applicant, number of Equity Shares applied for, the Bid
Amount paid on submission of the Bid cum Application Form and the entity and centre where the Bid cum
Application Form was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the
relevant SCSB and the Syndicate Members at the Specified Locations or the Registered Broker with whom the
Bid cum Application Form was submitted. In addition to the information indicated above, the ASBA Bidder
should also specify the Designated Branch or the collection centre of the SCSB or the address of the centre of
the Syndicate Member at the Specified Locations or the Registered Broker at the Broker Centre where the Bid
cum Application Form was submitted by the ASBA Bidder.
Further, with respect to the Bid cum Application Forms submitted with the Registered Brokers, the investor
shall also enclose the acknowledgment from the Registered Broker in addition to the documents/information
mentioned hereinabove.
Disposal of Investor Grievances by our Company
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the
SCSB in case of ASBA Bidders, for the redressal of routine investor grievances shall be 10 Working Days from
the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies
are involved, our Company will seek to redress these complaints as expeditiously as possible.
Our Company has constituted a Stakeholder Relationship Committee comprising of (i) S.N. Subrahmanyan
(Chairman), (ii) Vedika Bhandarkar and (iii) Sanjay Jalona. For details, see Our Management- Committees of
the Board- Stakeholder Relationship Committee on page 168.
Our Company has also appointed S. K. Bhatt, as the Compliance Officer for the Offer and he may be contacted
in case of any pre- Offer or post- Offer related problems at the following address:
S. K. Bhatt

Powai
Mumbai 400 072
Tel: (91 22) 6776 6776
Fax: (91 22) 2858 1130
354
Investor grievance mechanism and investor complaints for the listed companies (whose equity shares are
listed on stock exchanges) under the same management within the meaning of section 370 (1B) of the
Companies Act, 1956
L&T Finance Holdings Limited (L&T Finance Holdings) has arrangements and mechanisms in place for
redressal of investor grievance. L&T Finance Holdings received 52 investor complaints during the three years
preceding the Draft Red Herring Prospectus and all 52 investor complaints have been disposed off. There are no
investor complaints pending as on the date of the Draft Red Herring Prospectus with SEBI. The average time
taken in resolving the complaints is seven to 10 working days.
Investor grievance mechanism and investor complaints for our Promoter
Our Promoter has arrangements and mechanisms in place for redressal of investor grievance. The number of
investor complaints received during the three years preceding the Draft Red Herring Prospectus and the number
of complaints disposed off during that period are as follows:
Period Complaints received Complaints disposed off

After March 31, 2015 27 26
Financial Year 2014-15 62 61
Total 264 262
Two investor complaints are pending as on the date of the Draft Red Herring Prospectus. The average time
taken in resolving the complaints is three working days.
Changes in auditors
There has been no change in our Auditors for the last three years.
Capitalisation of Reserves or Profits
Our Company has not capitalised its reserves or profits at any time during the last five years.
Revaluation of Assets
Except as disclosed in Financial Statements beginning on page 194, there has been no revaluation of assets by
our Company.
355
SECTION VII: OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being Offered pursuant to the Offer shall be subject to the provisions of the Companies Act,
the SEBI Regulations, SCRA, SCRR, the Memorandum and Articles of Association, the terms of the Red
Herring Prospectus, the Prospectus, the abridged prospectus, Bid cum Application Form, the Revision Form, the
CAN, the Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advices
and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be
subject to laws, as applicable, guidelines, rules, notifications and regulations relating to the offer of capital and
listing and trading of securities issued from time to time by SEBI, the Government, the FIPB, the Stock
Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Offer and to the extent
applicable or such other conditions as may be prescribed by SEBI, the RBI, the Government, the FIPB, the
Stock Exchanges, the RoC and any other authorities while granting their approval for the Offer. SEBI has
notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the Listing Regulations) on September 2, 2015, which will govern the obligations which
are currently prescribed under the Equity Listing Agreement. The substantive portions of the Listing
Regulations will become effective from the 90th day after its publication in the Gazette of India. If the Offer is
not completed prior to such date, we would undertake necessary changes prior to filing of the Red Herring
Prospectus with the RoC.
Ranking of the Equity Shares
The Equity Shares being offered pursuant to the Offer shall be subject to the provisions of the Companies Act
and the Memorandum of Association and Articles of Association and shall rank pari passu with the existing
Equity Shares including rights to receive dividend. The Allottees of the Equity Shares under the Offer, will be
entitled to dividends and other corporate benefits, if any, declared by our Company after the date of Allotment.
For further details, see Main Provisions of the Articles of Association beginning on page 412.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of
Companies Act, the Memorandum of Association and the Articles of Association and provisions of the Equity
Listing Agreement to be entered into with the Stock Exchanges. For further details in relation to dividends, see
Dividend Policy and Main Provisions of the Articles of Association beginning on pages 193 and 412,
respectively.
Face Value and Offer Price
The face value of each Equity Share is 1 per Equity Share and the Offer Price is [] per Equity Share. The
Anchor Investor Offer Price is [] per Equity Share.
The Price Band and the minimum bid lot will be decided by our Company and the Selling Shareholder in
consultation with the BRLMs and will be advertised in [] edition of an English national newspaper [], []
edition of a Hindi national newspaper [] and [] edition of a Marathi newspaper [] (Marathi being the
regional language of Maharashtra, where the Registered Office is located), each with wide circulation at least
five working days prior to the Bid/Offer Opening Date with the relevant financial ratios calculated at the Floor
Price and at the Cap Price and such advertisement shall be made available to the Stock Exchanges for the
purpose of uploading on their respective websites.
At any given point of time there shall be only one denomination of Equity Shares.
Compliance with the SEBI Regulations
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of our Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders
shall have the following rights:
356
Right to receive dividends, if declared;
Right to attend general meetings and exercise voting rights, unless prohibited by law;
Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies
Act;
Right to receive offers for rights shares and be allotted bonus shares, if announced;
Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
Right of free transferability, subject to applicable laws including any RBI rules and regulations; and
Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the terms of the Equity Listing Agreements to be entered into by our Company with the Stock
Exchange(s) and the Memorandum of Association and the Articles of Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to
voting rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see Main
Provisions of Articles of Association on page 412.
Option to Receive Securities in Dematerialised Form
In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialised
form. As per the SEBI Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this
context, two agreements have been signed among our Company, the respective Depositories and the Registrar to
the Offer:
Agreement dated July 27, 2015 entered into between NSDL, our Company and the Registrar to the Offer;
and
Agreement dated July 27, 2015 entered into between CDSL, our Company and the Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in
the Offer will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of []
Equity Shares.
Nomination Facility to Bidders
In accordance with Section 72 of the Companies Act, 2013, the sole Bidder, or the first Bidder along with other
joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint
Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted, if any, shall vest. A person,
being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall be entitled
to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity
Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A
nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be
entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the
prescribed form available on request at the Registered Office or Corporate Office or to the Registrar.
Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, shall upon the
production of such evidence as may be required by the Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or

b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may, at any time, give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days,
the Board may, thereafter, withhold payment of all dividends, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with respective depository participant
of the applicant would prevail. If the Bidders require changing of their nomination, they are requested to inform
357
their respective depository participant.
Period of operation of subscription list
See Offer Structure Bid/Offer Programme from pages 362 to 363.
Minimum Subscription
The requirement of minimum subscription is not applicable to the Offer in accordance with the SEBI
Regulations. However, if our Company does not make the minimum Allotment for at least 10% of the post-
Offer equity share capital of our Company in terms of Rule 19(2)(b)(iii) of the SCRR, including devolvement of
Underwriters, if any, within 60 days from the date of Bid/Offer Closing Date, our Company and the Selling
Shareholder shall forthwith refund the entire subscription amount received. If there is a delay beyond the
prescribed time, our Company and the Selling Shareholder shall pay interest prescribed under the applicable
law.
Further, our Company and the Selling Shareholder shall ensure that the number of prospective Allottees to
whom the Equity Shares will be Allotted shall not be less than 1,000 in compliance with Regulation 26(4) of the
SEBI Regulations.
Arrangement for Disposal of Odd Lots
There are no arrangements for disposal of odd lots.
Restrictions on Transfer and Transmission of Equity Shares
Except for lock-in of the pre-Offer Equity Share capital of our Company, the minimum Promoters contribution
and the Anchor Investor lock-in of Equity Shares as detailed in Capital Structure beginning on page 81 and
except as provided in the Articles of Association, there are no restrictions on transfer of Equity Shares. Further,
there are no restrictions on transmission of Equity Shares and on their consolidation or splitting, except as
provided in the Articles of Association. For details, see Main Provisions of the Articles of Association
beginning on page 412.
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OFFER STRUCTURE
Offer of up to [] Equity Shares for cash at a price of [] per Equity Share (including share premium of []
per Equity Share) aggregating up to [] million by way of the Offer of Sale by the Selling Shareholder. The
Offer will constitute [] % of the post-Offer paid-up Equity Share capital of our Company.
The Offer is being made through the Book Building Process.
Particulars QIBs(1) Non Institutional Retail Individual Bidders

Bidders
Number of Equity Shares [] Equity Shares Not less than [] Not less than [] Equity
available for Equity Shares Shares available for allocation
Allotment/allocation(2) available for
allocation
Percentage of Offer Size Not more than 50% Not less than 15% of Not less than 35% of the Offer
available for of the Offer the Offer
Allotment/allocation
Up to 5% of the QIB
Portion (excluding
the Anchor Investor
Portion) will be
available for
allocation to mutual
funds only
Basis of Allotment/ Proportionate as Proportionate In the event, the Bids received
allocation if respective follows (excluding from Retail Individual Bidders
category is oversubscribed the Anchor Investor exceeds [] Equity Shares,
Portion): then the maximum number of
(a) up to [] Equity Retail Individual Bidders who
Shares shall be can be Allotted the minimum
available for Bid Lot will be computed by
allocation on a dividing the total number of
proportionate the Equity Shares available for
basis to Mutual Allotment to Retail Individual
Funds only; and Bidders by the minimum Bid
(b) [] Equity Lot (Maximum RIB
Shares shall be Allottees). The Allotment to
allotted on a Retail Individual Bidders will
proportionate then be made in the following
basis to all QIBs, manner:
including Mutual
Funds receiving In the event the number of
allocation as per Retail Individual Bidders who
(a) above have submitted valid Bids in
the Offer is equal to or less
than Maximum RIB Allottees,
(i) Retail Individual Bidders
shall be Allotted the minimum
Bid Lot; and (ii) the balance
Equity Shares, if any,
remaining in the Retail
Category shall be Allotted on a
proportionate basis to the
Retail Individual Bidders who
have received Allotment as per
(i) above for less than the
Equity Shares Bid by them
(i.e. who have Bid for more
than the minimum Bid Lot).
359
Bidders
In the event the number of
have submitted valid Bids in
the Offer is more than
Maximum RIB Allottees, the
Retail Individual Bidders (in
that category) who will then be
Allotted minimum Bid Lot
shall be determined through a
draw of lots basis. In the event
of a draw of lots, Allotment
will only be made to such
are successful pursuant to such
draw of lots.
For details, see Offer

Procedure beginning on page
364.
Minimum Bid Such number of Such number of [] Equity Shares and in
Equity Shares that the Equity Shares that the multiples of [] Equity Shares
Bid Amount exceeds Bid Amount exceeds thereafter.
200,000 and in 200,000 and in
multiples of [] multiples of []
Equity Shares Equity Shares
thereafter thereafter
Maximum Bid Such number of Such number of Such number of Equity Shares
Equity Shares not Equity Shares not so that the Bid Amount does
exceeding the Offer exceeding the Offer not exceed 200,000.
size, subject to size, subject to
applicable limits applicable limits
Mode of Bidding Through ASBA Through ASBA Through ASBA or non-ASBA
process only process only process
Mode of Allotment Compulsorily in Compulsorily in Compulsorily in
dematerialised form dematerialised form dematerialised form
Bid Lot [] Equity Shares and [] Equity Shares and [] Equity Shares and in
in multiples of [] in multiples of [] multiples of [] Equity Shares
Equity Shares Equity Shares thereafter
Allotment Lot [] Equity Shares and [] Equity Shares and [] Equity Shares and in
in multiples of one in multiples of one multiples of one Equity Share
Equity Share Equity Share thereafter
Trading Lot One Equity Share One Equity Share One Equity Share
Who can apply(3) Public financial Resident Indian Resident Indian individuals,
institutions as individuals, Eligible Eligible NRIs and HUFs (in
specified in Section NRIs, HUFs (in the the name of Karta)
2(72) of the name of Karta),
Companies Act, companies, corporate
2013, scheduled bodies, societies and
commercial banks, trusts, Category III
multilateral and Foreign Portfolio
bilateral development Investors
financial institutions,
mutual fund
registered with SEBI,
FPIs other than
Category III Foreign
360
Bidders
Portfolio Investors,
VCFs, AIFs, FVCIs,
state industrial
development
corporation,
insurance company
registered with
IRDAI, provident
fund with minimum
corpus of 250
million, pension fund
with minimum
corpus of 250
million, in
accordance with
applicable law and
National Investment
Fund set up by the
Government,
insurance funds set
up and managed by
army, navy or air
force of the Union of
India and insurance
funds set up and
managed by the
Department of Posts,
India
Terms of Payment Full Bid Amount Full Bid Amount shall Full Bid Amount shall be
shall be payable at be payable at the time payable at the time of
the time of of submission of the submission of the Bid cum
submission of the Bid Bid cum Application Application Form(5)
cum Application Form (5)
Form (including for
Anchor Investors)
(4)(5)
(1) Our Company and the Selling Shareholder in consultation with the BRLMs may allocate up to 60% of the QIB Category to Anchor
Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the price at which allocation is being made to other Anchor
Investors. For details, see Offer Procedure on page 364.
(2) Subject to valid Bids being received at or above the Offer Price. In terms of Rule 19(2)(b)(iii) of the SCRR, this is an Offer for atleast
10% of the post Offer paid up equity share capital of our Company. The Offer is being made through the Book Building Process
wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company
and the Selling Shareholder in consultation with the BRLMs may allocate up to 60% of the QIB Category to Anchor Investors on a
discretionary basis. 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the QIB Category shall be available for allocation on a proportionate
basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the
Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional
Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI
Regulations, subject to valid Bids being received at or above the Offer Price.
(3) In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should also appear
as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in the Bid
cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.
(4) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Bid cum Application Forms. The balance, if
any, due to difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be paid within the two
Working Days of the Bid/Offer Closing Date.
(5) In case of ASBA Bidders, the SCSBs shall be authorised to block such funds in the bank account of the Bidder that are specified in the
Bid cum Application Form.
Under-subscription, if any, in any category except the QIB Category, would be met with spill-over from the
other categories at the discretion of our Company and the Selling Shareholder in consultation with the BRLMs
and the Designated Stock Exchange. Our Company and the Selling Shareholder may (in consultation with the
361
BRLMs) offer a discount or reservation to eligible investors in accordance with the SEBI Regulations.
Withdrawal of the Offer
Our Company and the Selling Shareholder, in consultation with the BRLMs, reserve the right not to proceed
with the Offer after the Bid/Offer Opening Date but before the Allotment. In such an event, our Company shall
issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two days
of the Bid/Offer Closing Date, providing reasons for not proceeding with the Offer. The BRLMs, through the
Registrar to the Offer, shall notify the SCSBs to unblock the bank accounts of ASBA Bidders within one day
from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges
on which the Equity Shares are proposed to be listed.
If our Company and the Selling Shareholder withdraw the Offer after the Bid/Offer Closing Date and thereafter
determine that they will proceed with a fresh issue and/or offer for sale of the Equity Shares, our Company shall
file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to
obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for
after Allotment, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC.
Bid/Offer Programme
BID/OFFER OPENS ON [](1)

BID/OFFER CLOSES ON [](2)
(1) Our Company and the Selling Shareholder, may, in consultation with the BRLMs, consider participation by
Anchor Investors. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer
Opening Date in accordance with the SEBI Regulations.
(2) Our Company and the Selling Shareholder may, in consultation with the BRLMs, consider closing the
Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing Date in accordance with the SEBI
Regulations.
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date

Bid/Offer Closing Date []
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about []
Initiation of refunds On or about []
Credit of Equity Shares to demat accounts of Allottees On or about []
Commencement of trading of the Equity Shares on the Stock Exchanges On or about []
The above timetable is indicative and does not constitute any obligation on our Company or the Selling
Shareholder or the BRLMs.
While our Company and the Selling Shareholder shall ensure that all steps for the completion of the
necessary formalities for the listing and the commencement of trading of the Equity Shares on the Stock
Exchanges are taken within 12 Working Days of the Bid/Offer Closing Date, the timetable may change
due to various factors, such as extension of the Bid/Offer Period by our Company and the Selling
Shareholder, revision of the Price Band or any delay in receiving the final listing and trading approval
from the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the
discretion of the Stock Exchanges and in accordance with the applicable laws. The Selling Shareholder
confirms that it shall extend complete co-operation required by our Company and the BRLMs for the
completion of the necessary formalities for listing and commencement of trading of the Equity Shares at
the Stock Exchanges within 12 Working Days from the Bid/Offer Closing Date.
Except in relation to the Bids received from the Anchor Investors, Bids and any revision in Bids shall be
accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (IST)) during the Bid/Offer Period
(except the Bid/Offer Closing Date) at the bidding centres and the Designated Branches mentioned on the Bid
cum Application Form or by members of the Syndicate at the Specified Locations or by the Registered Brokers
at the Broker Centre.
362
On the Bid/Offer Closing Date, the Bids and any revision in the Bids shall be accepted only between 10.00 a.m.
(IST) and 3.00 p.m. (IST) and shall be uploaded until (i) 4.00 p.m. IST in case of Bids by QIBs and Non-
Institutional Bidders, and (ii) until 5.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges,
in case of Bids by Retail Individual Bidders after taking into account the total number of applications received
up to the closure of timings and reported by BRLMs to the Stock Exchanges. On the Bid/Offer Closing Date,
extension of time may be granted by the Stock Exchanges only for uploading the Bids received by Retail
Individual Bidders after taking into account the total number of Bids received and as reported by the BRLMs to
the Stock Exchanges.
It is clarified that Bids not uploaded on the electronic bidding system would be rejected.
Due to limitation of the time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are
advised to submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m.
IST on the Bid/Offer Closing Date. Bidders are cautioned that, in the event a large number of Bids are received
on the Bid/Offer Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded
due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation under the
Offer. Bids will be accepted only on Business Days i.e. Monday to Friday (excluding any public holiday). Our
Company, the Selling Shareholder and the members of Syndicate are not liable for any failure in uploading Bids
due to faults in any software/hardware system or otherwise. Any time mentioned in this Draft Red Herring
Prospectus is Indian Standard Time.
In case of any discrepancy in the data entered in the electronic book vis--vis the data contained in the physical
Bid cum Application Form, for a particular Bidder, the details as per the Bid file received from the Stock
Exchanges may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data
entered in the electronic book vis--vis the data contained in the physical or electronic Bid cum Application
Form, for a particular ASBA Bidder, the Registrar to the Offer shall ask the relevant SCSB or the member of the
Syndicate for rectified data.
Our Company and the Selling Shareholder in consultation with the BRLMs, reserve the right to revise the Price
Band during the Bid/Offer Period, provided that the Cap Price shall be less than or equal to 120% of the Floor
Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in the Price
Band shall not exceed 20% on either side i.e. the Floor Price can move up or down to the extent of 20% of the
Floor Price and the Cap Price will be revised accordingly.
In case of revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional
Working Days after such revision, subject to the Bid/Offer Period not exceeding 10 Working Days. Any
revision in Price Band, and the revised Bid/Offer Period, if applicable, shall be widely disseminated by
notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the
websites of the BRLMs and the terminals of the other members of the Syndicate.
363
OFFER PROCEDURE
All Bidders should review the General Information Document for investing in public issues prepared and issued
in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (the
General Information Document) included below under Offer Procedure- Part B General Information
Document, which highlights the key rules, processes and procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957 and the SEBI Regulations. The General Information Document
has been updated to include reference to the Securities and Exchange Board of India (Foreign Portfolio
Investors) Regulations, 2014 and certain notified provisions of the Companies Act, 2013, and the amendments
to the SEBI Regulations to the extent applicable to a public issue. The General Information Document is also
available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the
General Information Document which are applicable to the Offer.
Pursuant to the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations, 2015,
certain changes would be applicable to the issue procedure for initial public offerings, including making the
ASBA process mandatory for all investors (except for Anchor Investors) and allowing registrar, share transfer
agents, depository participants and stock brokers to accept application forms. These changes are applicable for
public issues which open on or after January 1, 2016. In the event that the Bid/Issue Opening Date for this Offer
is on or after January 1, 2016, we will have to make appropriate changes to the Offer Procedure section and
other sections of this Draft Red Herring Prospectus, prior to filing of the Red Herring Prospectus with the RoC.
Our Company, the Selling Shareholder and the BRLMs do not accept any responsibility for the completeness
and accuracy of the information stated in this section, and are not liable for any amendment, modification or
change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are
advised to make their independent investigations and ensure that their Bids are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be
held by them under applicable law or as specified in this Draft Red Herring Prospectus.
PART A
Book Building Procedure
The Offer is being made through the Book Building Process wherein not more than 50% of the Offer shall be
available for allocation on a proportionate basis to QIBs, provided that our Company and the Selling
Shareholder in consultation with the BRLMs may allocate up to 60% of the QIB Category to Anchor Investors
on a discretionary basis in accordance with SEBI Regulations, of which one third shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from them at or above the Anchor Investor Allocation Price.
5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the QIB Category shall be available for
allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be
available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer
shall be available for allocation to Retail Individual Bidders in accordance with the SEBI Regulations, subject to
valid Bids being received at or above the Offer Price.
Under-subscription if any, in any category, except in the QIB category, would be allowed to be met with spill
over from any other category or a combination of categories at the discretion of our Company and the Selling
Shareholder in consultation with the BRLMs and the Designated Stock Exchange.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Bid cum Application Form
Please note that there is a common Bid cum Application Form for ASBA Bidders as well as for non-ASBA
Bidders. Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of
the BRLMs, the Syndicate Members, the Registered Brokers, the SCSBs and the Registered Office. An
electronic copy of the Bid cum Application Form will also be available on the websites of the SCSBs, NSE
(www.nseindia.com) and BSE (www.bseindia.com) and the terminals of the Registered Brokers. Physical Bid
cum Application Forms for Anchor Investors shall be made available at the offices of the BRLMs.
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QIBs (other than Anchor Investors) and Non-Institutional Bidders shall mandatorily participate in the Offer only
through the ASBA process. Retail Individual Bidders can participate in the Offer through the ASBA process as
well as the non-ASBA process. Anchor Investors are not permitted to participate in the Offer through the ASBA
process.
ASBA Bidders must provide bank account details in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Form that does not contain such details are liable to be rejected. In relation to
non-ASBA Bidders, the bank account details shall be available from the depository account on the basis of the
DP ID, Client ID and PAN provided by the non-ASBA Bidders in their Bid cum Application Form.
Bidders shall ensure that the Bids are made on Bid cum Application Forms bearing the stamp of a member of
the Syndicate or the Registered Broker or the SCSBs, as the case may be, submitted at the Bidding centres only
(except in case of electronic Bid cum Application Forms) and the Bid cum Application Forms not bearing such
specified stamp are liable to be rejected.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum

Application Form*
Resident Indians and Eligible NRIs applying on a non-repatriation basis White
Eligible NRIs, FIIs, Eligible FPIs, or FVCIs, registered Multilateral and Blue
Bilateral Development Financial Institutions applying on a repatriation basis
Anchor Investors White
*Excluding electronic Bid cum Application Form
Who can Bid?
The categories of Bidders set forth under General Information Document for Investing in Public Offers
Category of Bidders Eligible to Participate in an Offer are eligible to invest in the Equity Shares and include
any other person as allowed under all applicable laws, regulations and guidelines.
Participation by associates and affiliates of the BRLMs and the Syndicate Members
The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in the Offer in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the
BRLMs and the Syndicate Members may purchase Equity Shares in the Offer, either in the QIB Category or in
the Non-Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate
basis and such subscription may be on their own account or on behalf of their clients. All categories of Bidders,
including associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose
of allocation to be made on a proportionate basis.
Except for Mutual Funds sponsored by entities related to the BRLMs, the BRLMs and any persons related to the
BRLMs cannot apply in the Offer under the Anchor Investor Portion.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserve the right to reject
any Bid without assigning any reason thereof. Bids made by asset management companies or custodians of
Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made.
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity
related instruments of any single company provided that the limit of 10% shall not be applicable for
investments in case of index funds or sector or industry specific funds. No Mutual Fund under all its
schemes should own more than 10% of any companys paid-up share capital carrying voting rights.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid
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has been made.
Bids by Eligible NRIs
Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the BRLMs, the Syndicate
Members, the Registered Brokers and the SCSBs. Only Bids accompanied by payment in Rupees or freely
convertible foreign exchange will be considered for Allotment. Eligible NRIs (applying on a non-repatriation
basis) should make payments by inward remittance in foreign exchange through normal banking channels or out
of funds held in Non-Resident External (NRE) Accounts, Foreign Currency Non-Resident (FCNR)
Accounts or Non-Resident Ordinary (NRO) Account. Eligible NRIs Bidding on non-repatriation basis are
advised to use the Bid cum Application Form for Residents (white in colour). Payment by drafts should be
accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR or
NRO Account.
Eligible NRIs intending to make payment through freely convertible foreign exchange and bidding on a
repatriation basis could make payments through Rupee drafts purchased abroad or cheques or bank drafts or by
debits to their NRE or FCNR accounts maintained with banks authorised by the RBI to deal in foreign
exchange. Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant
for Non-Residents (blue in colour), accompanied by a bank certificate confirming that the payment has been
made by debiting to the NRE or FCNR account, as the case may be. Payment for Bids by non-resident Bidder
bidding on a repatriation basis will not be accepted out of NRO accounts.
Non-ASBA Bids by NRIs shall be submitted only in the locations specified in the Bid cum Application Form.
Bids by FPIs and FIIs
On January 7, 2014, SEBI notified the SEBI FPI Regulations pursuant to which the existing classes of portfolio
investors namely foreign institutional investors and qualified foreign investors were subsumed under a new
category namely foreign portfolio investors or FPIs. RBI on March 13, 2014 amended the FEMA
Regulations and laid down conditions and requirements with respect to investment by FPIs in Indian companies.
In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be
deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per
the SEBI FII Regulations. An FII or sub-account may, subject to payment of conversion fees under the SEBI
FPI Regulations, participate in the Offer, until the expiry of its registration with the SEBI as an FII or sub-
account, or if it has obtained a certificate of registration as an FPI, whichever is earlier. Accordingly, such FIIs
can participate in this Offer in accordance with Schedule 2 of the FEMA Regulations. An FII shall not be
eligible to invest as an FII after registering as an FPI under the SEBI FPI Regulations. Further, a qualified
foreign investor who has not obtained a certificate of registration as an FPI could only continue to buy, sell or
otherwise deal in securities until January 6, 2015. Accordingly, qualified foreign investors who have not
registered as FPIs under the SEBI FPI Regulations shall not be eligible to participate in the Offer.
In terms of the SEBI FPI Regulations, the purchase of Equity Shares and total holding by a single FPI or an
investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities)
must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Regulations, the total
holding by each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total
holdings of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company. The
aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board of
Directors followed by a special resolution passed by the Shareholders of our Company and subject to prior
intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a
company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included.
The existing individual and aggregate investment limits for an FII or sub account in our Company is 10% and
24% of the total paid-up Equity Share capital of our Company, respectively.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may
be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio investors and
unregulated broad based funds, which are classified as Category II foreign portfolio investor by virtue of their
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investment manager being appropriately regulated, may issue or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it that are listed or proposed to be listed on any recognised
stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such
offshore derivative instruments are issued after compliance with know your client norms. An FPI is also
required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf
of it to any persons that are not regulated by an appropriate foreign regulatory authority. Further, pursuant to a
circular dated November 24, 2014 issued by SEBI, FPIs are permitted to issue offshore derivate instruments
only to subscribers that (i) meet the eligibility conditions setforth in the SEBI FPI Regulations; and (ii) do not
have opaque structures, as defined under the SEBI FPI Regulations.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI VCF Regulations and the SEBI FVCI Regulations inter alia prescribe the investment restrictions on
the VCFs and FVCIs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others, the
investment restrictions on AIFs.
Accordingly, the holding by any individual VCF registered with SEBI in one venture capital undertaking should
not exceed 25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds by way of subscription to an initial public offering.
Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF
cannot invest more than 10% of the investible funds in one investee company. A venture capital fund registered
as a category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way
of subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which have
not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF
Regulations until the existing fund or scheme managed by the fund is wound up and such funds shall not launch
any new scheme after the notification of the SEBI AIF Regulations.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,
must be attached to the Bid cum Application Form. Failing which, our Company and the Selling Shareholder
reserve the right to reject any Bid by a limited liability partnership without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with the RBI, certified copies of: (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking companys investment committee are
required to be attached to the Bid cum Application Form. Failing which, our Company and the Selling
Shareholder reserve the right to reject any Bid by a banking company without assigning any reason thereof.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the Banking Regulation Act), and the Master Circular dated July 1, 2015 Para-
banking Activities, is 10% of the paid-up share capital of the investee company or 10% of the banks own paid-
up share capital and reserves, whichever is less. Further, the investment in a non-financial services company by
a banking company together with its subsidiaries, associates, joint ventures, entities directly or indirectly
controlled by the bank and mutual funds managed by asset management companies controlled by the banking
company cannot exceed 20% of the investee companys paid-up share capital. A banking company may hold up
to 30% of the paid-up share capital of the investee company with the prior approval of the RBI provided that the
investee company is engaged in non-financial activities in which banking companies are permitted to engage
under the Banking Regulation Act.
Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, Eligible FPIs (including FIIs), Mutual Funds, insurance companies and provident funds with a
minimum corpus of 250 million and pension funds with a minimum corpus of 250 million (in each case,
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subject to applicable law and in accordance with their respective constitutional documents), a certified copy of
the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of
the memorandum of association and articles of association and/or bye laws, as applicable must be lodged along
with the Bid cum Application Form. Failing this, our Company and the Selling Shareholder reserve the right to
accept or reject any such Bid in whole or in part, in either case, without assigning any reasons thereof.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company and
the Selling Shareholder reserves the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2000 are broadly set forth below:
a) equity shares of a company: the lower of 10% of the outstanding Equity Shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
b) the entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
c) the industry sector in which the investee company belong to: not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an
amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under
points (a), (b) and (c) above, as the case may be.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars dated September
13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their own
account using ASBA, they should have a separate account in their own name with any other SEBI registered
SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and
clear demarcated funds should be available in such account for ASBA applications.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of
250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident
fund/ pension fund must be attached to the Bid cum Application Form. Failing which, our Company and the
Selling Shareholder reserve the right to reject any such Bid, without assigning any reason thereof.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholder and
the BRLMs are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to
make their independent investigations and ensure that any single Bid from them does not exceed the
applicable investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or regulation or as specified in this Draft Red Herring Prospectus.
General Instructions
Dos:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
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4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository account
is active, as Allotment of the Equity Shares will be in the dematerialised form only;
5. Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of the Syndicate
or Registered Broker or SCSB (except in case of electronic forms);
6. In relation to the ASBA Bids, ensure that your Bid cum Application Form is submitted either at a
Designated Branch of a SCSB where the ASBA Account is maintained or with the Syndicate in the
Specified Locations or with a Registered Broker at the Broker Centres, and not to the Escrow Collection
Banks (assuming that such bank is not a SCSB) or to our Company or the Selling Shareholder or the
Registrar to the Offer;
7. With respect to the ASBA Bids, ensure that the Bid cum Application Form is signed by the account holder
in case the applicant is not the account holder. Ensure that you have mentioned the correct bank account
number in the Bid cum Application Form;
8. QIBs (other than Anchor Investors) and Non-Institutional Bidders should Bid through the ASBA process
only;
9. With respect to Bids by SCSBs, ensure that you have a separate account in your own name with any other
SCSB having clear demarcated funds for applying under the ASBA process and that such separate account
(with any other SCSB) is used as the ASBA Account with respect to your Bid;
10. Ensure that you request for and receive a TRS for all your Bid options;
11. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the Bid cum Application Form under the ASBA process to the respective member of the
Syndicate (at Specified Locations), the SCSBs or the Registered Broker (at the Broker Centres);
12. Ensure that you have funds equal to the Bid Amount in your bank account before submitting the Bid cum
Application Form under non-ASBA process to the Syndicate or the Registered Brokers;
13. With respect to non-ASBA Bids, ensure that the full Bid Amount is paid for the Bids and with respect to
ASBA Bids, ensure funds equivalent to the Bid Amount are blocked;
14. Instruct your respective banks to not release the funds blocked in the ASBA Account under the ASBA
process;
15. Submit revised Bids to the same member of the Syndicate, SCSB or Registered Broker, as applicable,
through whom the original Bid was placed and obtain a revised TRS;
16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for
transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim, who, in terms of
the SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the
securities market, all Bidders should mention their PAN allotted under the Income Tax Act. The exemption
for the Central or the State Government and officials appointed by the courts and for Bidders residing in the
State of Sikkim is subject to (a) the demographic details received from the respective depositories
confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and
the beneficiary account remaining in active status; and (b) in the case of residents of Sikkim, the address
as per the demographic details evidencing the same;
17. Ensure that the Demographic Details (as defined herein below) are updated, true and correct in all respects;
18. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule
to the Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive
Magistrate under official seal;
19. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
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20. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;
21. Ensure that the category and sub-category under which the Bid is being submitted is clearly specified in the
Bid cum Application Form;
22. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant
documents are submitted;
23. If you are resident outside India, ensure that Bids by you are in compliance with applicable foreign and
Indian laws;
24. Ensure that the DP ID, Client ID and PAN are mentioned in the Bid cum Application Form and entered into
the electronic bidding of the Stock Exchanges by the Syndicate, the SCSBs or the Registered Brokers, as
the case may be, match with the DP ID, Client ID and PAN available in the Depository database. Bidders
are required to note that in case the DP ID, Client ID and PAN mentioned in the Bid-cum-Application Form
and entered into the online IPO systems of the Stock Exchanges do not match the DP ID, Client ID and
PAN available in the Depository database, the such Bids are liable to be rejected. Where the Bid-cum-
Application Form is submitted in joint names, ensure that the beneficiary account is also held in the same
joint names and that such names are in the same sequence in which they appear in the Bid-cum-Application
Form;
25. In relation to the ASBA Bids, ensure that you use the Bid cum Application Form bearing the stamp of the
Syndicate (in the Specified Locations) and/or relevant SCSB and/ or the Designated Branch and/ or the
Registered Broker at the Broker Centres (except in case of electronic forms);
26. Ensure that you tick the correct Bidder category, as applicable, in the Bid cum Application Form to ensure
proper upload of your Bid in the online IPO system of the Stock Exchanges;
27. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per
the Bid cum Application Form and the Red Herring Prospectus;
28. ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application
Form is submitted to a member of the Syndicate only in the Specified Locations and that the SCSB where
the ASBA Account, as specified in the Bid cum Application Form, is maintained has named at least one
branch at that location for the Syndicate to deposit Bid cum Application Forms (a list of such branches is
available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognised-
Intermediaries, updated from time to time). ASBA Bidders bidding through a Registered Broker should
ensure that the SCSB where the ASBA Account, as specified in the Bid cum Application Form, is
maintained has named at least one branch at that location for the Registered Brokers to deposit Bid cum
Application Forms;
29. Ensure that you have mentioned the correct ASBA Account number in the Bid cum Application Form;
30. Ensure that the entire Bid Amount is paid at the time of submission of the Bid or in relation to the ASBA
Bids, ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking funds
in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form; and
31. In relation to the ASBA Bids, ensure that you receive an acknowledgement from the Designated Branch of
the SCSB or from the member of the Syndicate in the Specified Locations or from the Registered Broker at
the Broker Centres, as the case may be, for the submission of your Bid cum Application Form.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Donts:
1. Do not Bid for lower than the minimum Bid size;
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2. Do not Bid/ revise the Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not Bid on another Bid cum Application Form after you have submitted a Bid to the Syndicate, the
SCSBs or the Registered Brokers, as applicable;
4. Do not pay the Bid Amount in cash, by money order or by postal order or by stockinvest;
5. If you are an ASBA Bidder, the payment of the Bid Amount in any mode other than blocked amounts in the
bank account maintained with an SCSB shall not be accepted under the ASBA process;
6. Do not send Bid cum Application Forms by post; instead submit the same to the Syndicate, the SCSBs or
the Registered Brokers only;
7. Do not submit the Bid cum Application Forms to the Escrow Collection Bank(s) (assuming that such bank
is not a SCSB), our Company, the Selling Shareholder or the Registrar to the Offer;
8. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the Syndicate, the
Registered Brokers or the SCSBs;
9. Anchor Investors should not Bid through the ASBA process;
10. If you are a QIB or Non-Institutional Bidder, do not Bid at Cut-off Price;
11. If you are a Retail Individual Bidder, do not Bid for a Bid Amount exceeding 200,000;
12. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size and/
or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations or under the terms of the Red
Herring Prospectus;
13. Do not submit the GIR number instead of the PAN;
14. In case you are a Bidder other than an ASBA Bidder, do not submit the Bid without payment of the entire
Bid Amount. In case you are an ASBA Bidder, do not submit the Bid without ensuring that funds
equivalent to the entire Bid Amount are blocked in the relevant ASBA Account;
15. In case you are an ASBA Bidder, do not instruct your respective banks to release the funds blocked in the
ASBA Account;
16. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Offer;
17. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;
18. If you are a QIB, do not submit your Bid after 3.00 p.m. (IST) on the Bid/Offer Closing Date for QIBs;
19. If you are a Non-Institutional Bidder or Retail Individual Bidder, do not submit your Bid after 3.00 p.m.
(IST) on the Bid/Offer Closing Date;
20. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872, as amended (other
than minors having valid depository accounts as per Demographic Details provided by the Depositories);
21. If you are a QIB or a Non-Institutional Bidder, do not withdraw your Bid or lower the size of your Bid (in
terms of quantity of the Equity Shares or the Bid Amount) at any stage;
22. In case of ASBA Bidders, do not submit more than five Bid cum Application Forms per ASBA Account;
23. Do not submit ASBA Bids to a member of the Syndicate at a location other than the Specified Locations or
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to the brokers other than the Registered Brokers at a location other than the Broker Centres;
24. Do not submit ASBA Bids to a member of the Syndicate in the Specified Locations unless the SCSB where
the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at least one
branch in the relevant Specified Location, for the Syndicate to deposit Bid cum Application Forms (a list of
such branches is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/
list/5/33/0/0/Recognised-Intermediaries, updated from time to time); and
25. Do not submit ASBA Bids to a Registered Broker unless the SCSB where the ASBA Account is
maintained, as specified in the Bid cum Application Form, has named at least one branch in that location for
the Registered Broker to deposit the Bid cum Application Forms.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Payment instructions
In terms of RBI circular no. DPSS.CO.CHD.No./133/04.07.05/2013-14 dated July 16, 2013, separate clearing
session operates only once a week from November 1, 2014 onwards. In order to enable listing and trading of
Equity Shares within 12 Working Days of the Bid/Offer Closing Date, Bidders are advised to use CTS cheques
or use the ASBA facility to make payment.
BIDDERS ARE CAUTIONED THAT BID CUM APPLICATION FORMS ACCOMPANIED BY NON-
CTS CHEQUES ARE LIABLE TO BE REJECTED DUE TO ANY DELAY IN CLEARING BEYOND
SIX WORKING DAYS FROM THE BID/OFFER CLOSING DATE.
PLEASE NOTE THAT IN THE EVENT OF A DELAY BEYOND SIX WORKING DAYS FROM THE
BID/OFFER CLOSING DATE IN CLEARING THE CHEQUES ACCOMPANYING THE BID CUM
APPLICATION FORMS, FOR ANY REASON WHATSOEVER, SUCH BID CUM APPLICATION
FORMS WILL BE LIABLE TO BE REJECTED.
Payment into Escrow Account for non-ASBA Bidders
The payment instruments for payment into the Escrow Account should be drawn in favour of:
(a) In case of resident Retail Individual Bidders: []

(b) In case of Non-Resident Retail Individual Bidders: []
Our Company and the Selling Shareholder in consultation with the BRLMs, in its absolute discretion, will
decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity
Shares allocated to them in their respective names will be notified to such Anchor Investors. For Anchor
Investors, the payment instruments for payment into the Escrow Account should be drawn in favour of:
(a) In case of resident Anchor Investors: []

(b) In case of Non-Resident Anchor Investors: []
Pre- Offer Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after registering the Red Herring
Prospectus with the RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI Regulations, in
[] edition of an English national newspaper [], [] edition of a Hindi national newspaper [] and [] edition
of a Marathi newspaper [] (Marathi being the regional language of Maharashtra, where the Registered Office is
located), each with wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
Our Company, the Selling Shareholder and the Syndicate intend to enter into an Underwriting Agreement after
the finalisation of the Offer Price.
After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
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accordance with the applicable law, which then would be termed as the Prospectus. The Prospectus will
contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements
and will be complete in all material respects.
Undertakings by our Company
Our Company undertakes the following that:
if our Company or the Selling Shareholder do not proceed with the Offer after the Bid/Offer Closing
Date, the reason thereof shall be given as a public notice to be issued by our Company within two days of
the Bid/Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-
Offer advertisements were published. The stock exchanges on which the Equity Shares are proposed to
be listed shall also be informed promptly;
if our Company and the Selling Shareholder withdraw the Offer after the Bid/Offer Closing Date, our
Company shall be required to file a fresh offer document with the RoC/ SEBI, in the event our Company
and/or any Selling Shareholder subsequently decides to proceed with the Offer;
the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
all steps for completion of the necessary formalities for listing and commencement of trading of the
Equity Shares at all the Stock Exchanges where the Equity Shares are proposed to be listed are taken
within twelve Working Days of Bid/Offer Closing Date;
Allotment letters shall be issued or application money shall be refunded within 15 days from the
Bid/Offer Closing Date or such lesser time specified by SEBI, else application money shall be refunded
forthwith, failing which interest shall be due to the applicants at the rate of 15% per annum for the
delayed period;
the funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Offer by our Company and the Selling Shareholder;
where refunds are made through electronic transfer of funds, a suitable communication shall be sent to
the applicant within 12 days from the Bid/Offer Closing Date, giving details of the bank where refunds
shall be credited along with amount and expected date of electronic credit of refund;
the certificates of the securities/ refund orders to Eligible NRIs shall be despatched within specified time;
except as disclosed in this Draft Red Herring Prospectus, no further issue of the Equity Shares shall be
made till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies
are refunded on account of non-listing, under-subscription, etc.; and
adequate arrangements shall be made to collect all Bid cum Application Forms under the ASBA process
and to consider them similar to non-ASBA Bids while finalising the Basis of Allotment.
Undertakings by the Selling Shareholder
The Selling Shareholder undertakes that:
the Equity Shares being sold by it pursuant to the Offer, have been held by it for a period of at least one
year prior to the date of filing the Draft Red Herring Prospectus with SEBI, are fully paid-up and are in
dematerialised form;
it is the legal and beneficial owner of, and has full title to, the Equity Shares being sold in the Offer;
the Equity Shares being sold by it pursuant to the Offer are and shall be upon transfer free and clear of
any liens or encumbrances and shall be transferred to the Bidders within the time specified under
applicable law;
it shall provide complete co-operation as requested by our Company in relation to the completion of
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Allotment and dispatch of the Allotment Advice and CAN, and refund orders, if required.
it shall provide complete support and co-operation as may be required by our Company and the BRLMs
in redressal of such investor grievances that pertain to the Equity Shares held by it and being offered
pursuant to the Offer. The Selling Shareholder has authorised the Compliance Officer and the Registrar
to the Offer to redress such investor grievances;
funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed in the Red
Herring Prospectus and the Prospectus shall be made available to the Registrar to the Offer by the Selling
Shareholder;
it shall provide complete support and co-operation as may be required by our Company in sending a
suitable communication, where refunds are made through electronic transfer of funds, to the applicant
within 12 days from the Bid/Offer Closing Date, giving details of the bank where refunds shall be
credited along with amount and expected date of electronic credit of refund;
it shall not have recourse to the proceeds of the Offer until final approval for trading of the Equity Shares
from all Stock Exchanges where listing is sought has been received;
if the Selling Shareholder does not proceed with the Offer after the Bid/Offer Closing Date, the reason
thereof shall be given by our Company as a public notice within two days of the Bid/Offer Closing Date.
The public notice shall be issued in the same newspapers where the pre- Offer advertisements were
published. The stock exchanges on which the Equity Shares are proposed to be listed shall also be
informed promptly. It shall extend complete co-operation requested by our Company and the Book
Running Lead Managers in this regard;
it shall not further transfer the Equity Shares offered in the Offer for Sale except in the Offer during the
period commencing from submission of the Draft Red Herring Prospectus with SEBI until the final
trading approvals from all the Stock Exchanges have been obtained for the Equity Shares Allotted/ to be
Allotted pursuant to the Offer and shall not sell, dispose of in any manner or create any lien, charge or
encumbrance on the Equity Shares offered by it in the Offer;
it shall take all such steps as may be required to ensure that the Equity Shares being sold by it pursuant to
the Offer are available for transfer in the Offer within the time specified under applicable law; and
it shall comply with all applicable laws, in India, including the Companies Act, the SEBI Regulations,
the FEMA and the applicable circulars, guidelines and regulations issued by SEBI and RBI, each in
relation to the Equity Shares offered by it in the Offer.
Utilisation of proceeds from the Offer
The Selling Shareholder along with our Company declare that all monies received out of the Offer shall be
credited/ transferred to a separate bank account other than the bank account referred to in sub-section (3) of
Section 40 of the Companies Act, 2013.
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PART B
General Information Document for Investing in Public Offers
This General Information Document highlights the key rules, processes and procedures applicable to public
issues in accordance with the provisions of the Companies Act, 2013 (to the extent notified and in effect), the
Companies Act, 1956 (without reference to the provisions thereof that have ceased to have effect upon the
notification of the Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009. Bidders/Applicants should not construe the contents of this
General Information Document as legal advice and should consult their own legal counsel and other advisors in
relation to the legal matters concerning the Issuer. For taking an investment decision, the Bidders/Applicants
should rely on their own examination of the Issuer and the Issue, and should carefully read the Red Herring
Prospectus/Prospectus before investing in the Issue.
SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)
This document is applicable to the public issues undertaken through the Book-Building process as well as to the
Fixed Price Issue. The purpose of the General Information Document for Investing in Public Offers is to
provide general guidance to potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures
governing IPOs and FPOs, undertaken in accordance with the provisions of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (the SEBI Regulations).
Bidders/Applicants should note that investment in equity and equity related securities involves risk and
Bidder/Applicant should not invest any funds in the Issue unless they can afford to take the risk of losing their
investment. The specific terms relating to securities and/or for subscribing to securities in an Issue and the
relevant information about the Issuer undertaking the Issue are set out in the Red Herring Prospectus (RHP)/
Prospectus filed by the Issuer with the Registrar of Companies (RoC). Bidders/Applicants should carefully
read the entire RHP/Prospectus and the Bid cum Application Form/Application Form and the Abridged
Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any difference in
interpretation or conflict and/or overlap between the disclosure included in this document and the
RHP/Prospectus, the disclosures in the RHP/Prospectus shall prevail. The RHP/Prospectus of the Issuer is
available on the websites of stock exchanges, on the website(s) of the BRLM(s) to the Issue and on the website
of Securities and Exchange Board of India (SEBI) at www.sebi.gov.in.
For the definitions of capitalised terms and abbreviations used herein Bidders/Applicants may refer to Glossary
and Abbreviations.
SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs
2.1 Initial public offer (IPO)
An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and may
include an Offer for Sale of specified securities to the public by any existing holder of such securities in an
unlisted Issuer.
For undertaking an IPO, an Issuer is inter alia required to comply with the eligibility requirements of in terms of
either Regulation 26(1) or Regulation 26(2) of the SEBI Regulations. For details of compliance with the
eligibility requirements by the Issuer Bidders/Applicants may refer to the RHP/Prospectus.
2.2 Further public offer (FPO)
An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may include
Offer for Sale of specified securities to the public by any existing holder of such securities in a listed Issuer.
For undertaking an FPO, the Issuer is inter alia required to comply with the eligibility requirements in terms of
Regulation 26/27 of the SEBI Regulations. For details of compliance with the eligibility requirements by the
Issuer Bidders/Applicants may refer to the RHP/Prospectus.
2.3 Other Eligibility Requirements:
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In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to undertake
an IPO or an FPO is required to comply with various other requirements as specified in the SEBI Regulations,
the Companies Act, 2013 (to the extent notified and in effect), the Companies Act, 1956 (without reference to
the provisions thereof that have ceased to have effect upon the notification of the Companies Act, 2013), the
Securities Contracts (Regulation) Rules, 1957 (the SCRR), industry-specific regulations, if any, and other
applicable laws for the time being in force.
For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.
2.4 Types of Public Offers Fixed Price Offers and Book Built Offers
In accordance with the provisions of the SEBI Regulations, an Issuer can either determine the Offer Price
through the Book Building Process (Book Built Offer) or undertake a Fixed Price Issue (Fixed Price
Issue). An Issuer may mention Floor Price or Price Band in the RHP (in case of a Book Built Offer) and a
Price or Price Band in the Draft Prospectus (in case of a fixed price Offer) and determine the price at a later date
before registering the Prospectus with the Registrar of Companies.
The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall announce
the Price or the Floor Price or the Price Band through advertisement in all newspapers in which the pre-issue
advertisement was given at least five Working Days before the Bid/ Issue Opening Date, in case of an IPO and
at least one Working Day before the Bid/ Issue Opening Date, in case of an FPO.
The Floor Price or the Issue price cannot be lesser than the face value of the securities.
Bidders/Applicants should refer to the RHP/Prospectus or Issue advertisements to check whether the Issue is a
Book Built Issue or a Fixed Price Issue.
2.5 ISSUE PERIOD
The Issue may be kept open for a minimum of three Working Days (for all category of Bidders/Applicants) and
not more than ten Working Days. Bidders/Applicants are advised to refer to the Bid cum Application Form and
Abridged Prospectus or RHP/Prospectus for details of the Bid/ Issue Period. Details of Bid/ Issue Period are also
available on the website of Stock Exchange(s).
In case of a Book Built Issue, the Issuer may close the Bid/ Issue Period for QIBs one Working Day prior to the
Bid/ Issue Closing Date if disclosures to that effect are made in the RHP. In case of revision of the Floor Price
or Price Band in Book Built Issues the Bid/ Issue Period may be extended by at least three Working Days,
subject to the total Bid/ Issue Period not exceeding 10 Working Days. For details of any revision of the Floor
Price or Price Band, Bidders/Applicants may check the announcements made by the Issuer on the websites of
the Stock Exchanges and the BRLM(s), and the advertisement in the newspaper(s) issued in this regard.
2.6 FLOWCHART OF TIMELINES
A flow chart of process flow in Fixed Price and Book Built Issues is as follows. Bidders/Applicants may note
that this is not applicable for Fast Track FPOs:
In case of Issue other than Book Build Issue (Fixed Price Issue) the process at the following of the below
mentioned steps shall be read as:
i. Step 7 : Determination of Issue Date and Price
ii. Step 10: Applicant submits ASBA Application Form with Designated Branch of SCSB and Non-ASBA
forms directly to collection Bank and not to Broker.
iii. Step 11: SCSB uploads ASBA Application details in Stock Exchange Platform
iv. Step 12: Issue period closes
v. Step 15: Not Applicable
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SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE
Each Bidder/Applicant should check whether it is eligible to apply under applicable law.
Furthermore, certain categories of Bidders/Applicants, such as NRIs, FIIs, FPIs, and FVCIs may not be allowed
to Bid/Apply in the Issue or to hold Equity Shares, in excess of certain limits specified under applicable law.
Bidders/Applicants are requested to refer to the RHP/Prospectus for more details.
Subject to the above, an illustrative list of Bidders/Applicants is as follows:
Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in
single or joint names (not more than three);
Bids/Applications belonging to an account for the benefit of a minor (under guardianship);
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application
Form as follows: Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through
XYZ, where XYZ is the name of the Karta. Bids/Applications by HUFs may be considered at par with
Bids/Applications from individuals;
Companies, corporate bodies and societies registered under applicable law in India and authorised to invest
in equity shares;
QIBs;
NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the
SEBI Regulations and other laws, as applicable);
FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or
foreign individual, bidding under the QIBs category;
Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under
the Non Institutional Investors (NIIs) category;
FPIs other than Category III foreign portfolio investors bidding under the QIBs category;
FPIs which are Category III foreign portfolio investors, bidding under the NIIs category;
Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating to
trusts/societies and who are authorised under their respective constitutions to hold and invest in equity
shares;
Limited liability partnerships registered under the Limited Liability Partnership Act, 2008; and
Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and
policies applicable to them and under Indian laws.
As per the existing regulations, OCBs are not allowed to participate in an Issue.
SECTION 4: APPLYING IN THE ISSUE
Book Built Issue: Bidders should only use the specified Bid cum Application Form either bearing the stamp of
a member of the Syndicate or bearing a stamp of the Registered Broker or stamp of SCSBs as available or
downloaded from the websites of the Stock Exchanges.
Bid cum Application Forms are available with the members of the Syndicate, Registered Brokers, Designated
Branches of the SCSBs and at the registered office of the Issuer. Electronic Bid cum Application Forms will be
available on the websites of the Stock Exchanges at least one day prior to the Bid/ Issue Opening Date. For
further details regarding availability of Bid cum Application Forms, Bidders may refer to the RHP/Prospectus.
Fixed Price Issue: Applicants should only use the specified Bid cum Application Form either bearing the stamp
of Collection Bank(s) or SCSBs as available or downloaded from the websites of the Stock Exchanges.
Application Forms are available with the Branches of Collection Banks or Designated Branches of the SCSBs
and at the registered office of the Issuer. For further details regarding availability of Application Forms,
Applicants may refer to the Prospectus.
Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed color of the Bid
cum Application Form for various categories of Bidders/Applicants is as follows:
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Category Color of the Bid cum
Application Form
Resident Indian, Eligible NRIs applying on a non repatriation basis White
NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-Accounts which are foreign Blue
corporate(s) or foreign individuals bidding under the QIB), FPIs, on a repatriation
basis
Anchor Investors (where applicable) & Bidders/Applicants bidding/applying in the [As specified by the
reserved category Issuer]
Securities offered in an IPO can only be in dematerialised form in compliance with Section 29 of the Companies
Act, 2013. Bidders/Applicants will not have the option of getting the allotment of specified securities in physical
form. However, they may get the specified securities rematerialised subsequent to allotment.
4.1 INSTRUCTIONS FOR FILING THE BID CUM APPLICATION FORM/ APPLICATION FORM
Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided in this
GID, the RHP and the Bid cum Application Form/Application Form are liable to be rejected.
Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the Bid cum
Application Form. Specific instructions for filling various fields of the Resident Bid cum Application Form and
Non-Resident Bid cum Application Form and samples are provided below.
The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form for non-
resident Bidders are reproduced below:
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4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST
BIDDER/APPLICANT
(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as the name
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in which the Depository Account is held.
(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are compulsory
and e-mail and/or telephone number/mobile number fields are optional. Bidders/Applicants should note
that the contact details mentioned in the Bid-cum Application Form/Application Form may be used to
dispatch communications(including refund orders and letters notifying the unblocking of the bank
accounts of ASBA Bidders/Applicants) in case the communication sent to the address available with
the Depositories are returned undelivered or are not available. The contact details provided in the Bid
cum Application Form may be used by the Issuer, the members of the Syndicate, the Registered Broker
and the Registrar to the Issue only for correspondence(s) related to an Issue and for no other purposes.
(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids /Applications should be made
in the name of the Bidder/Applicant whose name appears first in the Depository account. The name so
entered should be the same as it appears in the Depository records. The signature of only such first
Bidder/Applicant would be required in the Bid cum Application Form/Application Form and such first
Bidder/Applicant would be deemed to have signed on behalf of the joint holders All payments may be
made out in favour of the Bidder/Applicant whose name appears in the Bid cum Application
Form/Application Form or the Revision Form and all communications may be addressed to such
Bidder/Applicant and may be dispatched to his or her address as per the Demographic Details received
from the Depositories.
(d) Impersonation: Attention of the Bidders/Applicants is specifically drawn to the provisions of sub-
section (1) of Section 38 of the Companies Act, 2013 which is reproduced below:
Any person who:

a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
c) otherwise induces directly or indirectly a company to allot, or register any transfer of,
securities to him, or to any other person in a fictitious name,
d) shall be liable for action under Section 447.
(e) The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a
term which shall not be less than six months extending up to 10 years (provided that where the fraud
involves public interest, such term shall not be less than three years) and fine of an amount not less
than the amount involved in the fraud, extending up to three times of such amount.
(f) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance with the
provisions of Section 72 of the Companies Act, 2013. In case of allotment of the Equity Shares in
dematerialised form, there is no need to make a separate nomination as the nomination registered with
the Depository may prevail. For changing nominations, the Bidders/Applicants should inform their
respective DP.
4.1.2 FIELD NUMBER 2: PAN NUMBER OF SOLE/FIRST BIDDER/APPLICANT
(a) PAN (of the sole/ first Bidder/Applicant) provided in the Bid cum Application Form/Application Form
should be exactly the same as the PAN of the person(s) in whose name the relevant beneficiary account
is held as per the Depositories records.
(b) PAN is the sole identification number for participants transacting in the securities market irrespective
of the amount of transaction except for Bids/Applications on behalf of the Central or State
Government, Bids/Applications by officials appointed by the courts and Bids/Applications by
Bidders/Applicants residing in Sikkim (PAN Exempted Bidders/Applicants). Consequently, all
Bidders/Applicants, other than the PAN Exempted Bidders/Applicants, are required to disclose their
PAN in the Bid cum Application Form/Application Form, irrespective of the Bid/Application Amount.
A Bid cum Application Form/Application Form without PAN, except in case of Exempted
Bidders/Applicants, is liable to be rejected. Bids/Applications by the Bidders/Applicants whose PAN is
not available as per the Demographic Details available in their Depository records, are liable to be
rejected.
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(c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic Details
received from the respective Depositories confirming the exemption granted to the beneficiary owner
by a suitable description in the PAN field and the beneficiary account remaining in active status; and
(b) in the case of residents of Sikkim, the address as per the Demographic Details evidencing the same.
(d) Bid cum Application Forms/Application Forms which provide the GIR Number instead of PAN may
be rejected.
(e) Bids/Applications by Bidders whose demat accounts have been suspended for credit are liable to be
rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number
CIR/MRD/DP/22/2010. Such accounts are classified as Inactive demat accounts and demographic
details are not provided by depositories.
4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS
(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid cum
Application Form/Application Form. The DP ID and Client ID provided in the Bid cum Application
Form/Application Form should match with the DP ID and Client ID available in the Depository
database, otherwise, the Bid cum Application Form/Application Form is liable to be rejected.
(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum Application
Form/Application Form is active.
(c) Bidders/Applicants should note that on the basis of DP ID and Client ID as provided in the Bid cum
Application Form/Application Form, the Bidder/Applicant may be deemed to have authorised the
Depositories to provide to the Registrar to the Issue, any requested Demographic Details of the
Bidder/Applicant as available on the records of the depositories. These Demographic Details may be
used, among other things, for giving refunds and allocation advice (including through physical refund
warrants, direct credit, NECS, NEFT and RTGS), or unblocking of ASBA Account or for other
correspondence(s) related to an Issue. Please note that refunds on account of our Company not
receiving the minimum subscription of 90% of the Issue (excluding any offer for sale of specified
securities), shall be credited only to the bank account from which the Bid Amount was remitted to the
Escrow Bank.
(d) Bidders/Applicants are, advised to update any changes to their Demographic Details as available in the
records of the Depository Participant to ensure accuracy of records. Any delay resulting from failure to
update the Demographic Details would be at the Bidders/Applicants sole risk.
4.1.4 FIELD NUMBER 4: BID OPTIONS
(a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be disclosed in
the Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor Price or Price Band,
minimum Bid Lot and Discount (if applicable) by way of an advertisement in at least one English, one
Hindi and one regional newspaper, with wide circulation, at least five Working Days before Bid/ Issue
Opening Date in case of an IPO, and at least one Working Day before Bid/ Issue Opening Date in case
of an FPO.
(b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs /FPOs undertaken
through the Book Building Process. In the case of Alternate Book Building Process for an FPO, the
Bidders may Bid at Floor Price or any price above the Floor Price (For further details bidders may refer
to Section 5.6 (e)).
(c) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders can Bid at
the Cut-off Price indicating their agreement to Bid for and purchase the Equity Shares at the Issue Price
as determined at the end of the Book Building Process. Bidding at the Cut-off Price is prohibited for
QIBs and NIIs and such Bids from QIBs and NIIs may be rejected.
(d) Minimum Application Value and Bid Lot: The Issuer in consultation with the Book Running Lead
Managers may decide the minimum number of Equity Shares for each Bid to ensure that the minimum
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application value is within the range of 10,000 to 15,000. The minimum Bid Lot is accordingly
determined by an Issuer on basis of such minimum application value.
(e) Allotment: The allotment of specified securities to each RII shall not be less than the minimum Bid
Lot, subject to availability of shares in the RII category, and the remaining available shares, if any,
shall be allotted on a proportionate basis. For details of the Bid Lot, bidders may to the RHP/Prospectus
or the advertisement regarding the Price Band published by the Issuer.
4.1.4.1 Maximum and Minimum Bid Size
a) The Bidder may Bid for the desired number of Equity Shares at a specific price. Bids by Retail
Individual Investors, Employees and Retail Individual Shareholders must be for such number of shares
so as to ensure that the Bid Amount less Discount (as applicable), payable by the Bidder does not
exceed 200,000.
In case the Bid Amount exceeds 200,000 due to revision of the Bid or any other reason, the Bid may
be considered for allocation under the Non-Institutional Category, with it not being eligible for
Discount then such Bid may be rejected if it is at the Cut-off Price.
For NRIs, a Bid Amount of up to 200,000 may be considered under the Retail Category for the
purposes of allocation and a Bid Amount exceeding 200,000 may be considered under the Non-
Institutional Category for the purposes of allocation.
b) Bids by QIBs and NIIs must be for such minimum number of shares such that the Bid Amount exceeds
200,000 and in multiples of such number of Equity Shares thereafter, as may be disclosed in the Bid
cum Application Form and the RHP/Prospectus, or as advertised by the Issuer, as the case may be.
Non-Institutional Bidders and QIBs are not allowed to Bid at Cut-off Price.
c) RII may revise their bids till closure of the bidding period or withdraw their bids until finalisation of
allotment. QIBs and NIIs cannot withdraw or lower their Bids (in terms of quantity of Equity Shares
or the Bid Amount) at any stage after bidding and are required to pay the Bid Amount upon submission
of the Bid.
d) In case the Bid Amount reduces to 200,000 or less due to a revision of the Price Band, Bids by the
Non-Institutional Bidders who are eligible for allocation in the Retail Category would be considered
for allocation under the Retail Category.
e) For Anchor Investors, if applicable, the Bid Amount shall be least 10 crores. One-third of the Anchor
Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received
from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor
Investors. Bids by various schemes of a Mutual Fund shall be aggregated to determine the Bid Amount.
A Bid cannot be submitted for more than 60% of the QIB Category under the Anchor Investor Portion.
Anchor Investors cannot withdraw their Bids or lower the size of their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after the Anchor Investor Bid/Issue Period and are
required to pay the Bid Amount at the time of submission of the Bid. In case the Anchor Investor Issue
Price is lower than the Issue Price, the balance amount shall be payable as per the pay-in-date
mentioned in the revised CAN. In case the Issue Price is lower than the Anchor Investor Issue Price,
the amount in excess of the Issue Price paid by the Anchor Investors shall not be refunded to them.
f) A Bid cannot be submitted for more than the Issue size.
g) The maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits
prescribed for them under the applicable laws.
h) The price and quantity options submitted by the Bidder in the Bid cum Application Form may be
treated as optional bids from the Bidder and may not be cumulated. After determination of the Issue
Price, the number of Equity Shares Bid for by a Bidder at or above the Issue Price may be considered
for allotment and the rest of the Bid(s), irrespective of the Bid Amount may automatically become
invalid. This is not applicable in case of FPOs undertaken through Alternate Book Building Process
(For details of bidders may refer to (Section 5.6 (e)).
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4.1.4.2 Multiple Bids
a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a
maximum of Bids at three different price levels in the Bid cum Application Form and such options are
not considered as multiple Bids.
b) Submission of a second Bid cum Application Form to either the same or to another member of the
Syndicate, SCSB or Registered Broker and duplicate copies of Bid cum Application Forms bearing the
same application number shall be treated as multiple Bids and are liable to be rejected.
c) Bidders are requested to note the following procedures may be followed by the Registrar to the Issue to
detect multiple Bids:
i. All Bids may be checked for common PAN as per the records of the Depository. For Bidders other
than Mutual Funds and FII sub-accounts, Bids bearing the same PAN may be treated as multiple
Bids by a Bidder and may be rejected.
ii. For Bids from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Bids
on behalf of the PAN Exempted Bidders, the Bid cum Application Forms may be checked for
common DP ID and Client ID. Such Bids which have the same DP ID and Client ID may be
treated as multiple Bids and are liable to be rejected.
d) The following Bids may not be treated as multiple Bids:
i. Bids by Reserved Categories bidding in their respective Reservation Portion as well as bids made by
them in the Net Issue portion in public category.
Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund provided
that the Bids clearly indicate the scheme for which the Bid has been made.
ii. Bids by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted with the
same PAN but with different beneficiary account numbers, Client IDs and DP IDs.
iii. Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.
4.1.5 FIELD NUMBER 5 : CATEGORY OF BIDDERS
(a) The categories of Bidders identified as per the SEBI Regulations for the purpose of Bidding, allocation
and allotment in the Issue are RIIs, NIIs and QIBs.
(b) Up to 60% of the QIB Category can be allocated by the Issuer, on a discretionary basis subject to the
criteria of minimum and maximum number of anchor investors based on allocation size, to the Anchor
Investors, in accordance with the SEBI Regulations, with one-third of the Anchor Investor Portion
reserved for domestic Mutual Funds subject to valid Bids being received at or above the Issue Price.
For details regarding allocation to Anchor Investors, bidders may refer to the RHP/Prospectus.
(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted under the
SEBI Regulations. For details of any reservations made in the Issue, Bidders/Applicants may refer to
the RHP/Prospectus.
(d) The SEBI Regulations, specify the allocation or allotment that may be made to various categories of
Bidders in an Issue depending upon compliance with the eligibility conditions. Details pertaining to
allocation are disclosed on reverse side of the Revision Form. For Issue specific details in relation to
allocation Bidder/Applicant may refer to the RHP/Prospectus.
4.1.6 FIELD NUMBER 6: INVESTOR STATUS
(a) Each Bidder/Applicant should check whether it is eligible to apply under applicable law and ensure that
any prospective allotment to it in the Issue is in compliance with the investment restrictions under
applicable law.
(b) Certain categories of Bidders/Applicants, such as NRIs, FIIs, FPIs, and FVCIs may not be allowed to
Bid/Apply in the Issue or hold Equity Shares exceeding certain limits specified under applicable law.
Bidders/Applicants are requested to refer to the RHP/Prospectus for more details.
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(c) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis or
repatriation basis and should accordingly provide the investor status. Details regarding investor status
are different in the Resident Bid cum Application Form and Non-Resident Bid cum Application Form.
(d) Bidders/Applicants should ensure that their investor status is updated in the Depository records.
4.1.7 FIELD NUMBER 7: PAYMENT DETAILS
(a) All Bidders are required to make payment of the full Bid Amount (net of any Discount, as applicable)
along-with the Bid cum Application Form. If the Discount is applicable in the Issue, the RIIs should
indicate the full Bid Amount in the Bid cum Application Form and the payment shall be made for Bid
Amount net of Discount. Only in cases where the RHP/Prospectus indicates that part payment may be
made, such an option can be exercised by the Bidder. In case of Bidders specifying more than one Bid
Option in the Bid cum Application Form, the total Bid Amount may be calculated for the highest of
three options at net price, i.e. Bid price less Discount offered, if any.
(b) Bidders who Bid at Cut-off price shall deposit the Bid Amount based on the Cap Price.
(c) QIBs and NIIs can participate in the Issue only through the ASBA mechanism.
(d) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either through
the ASBA mechanism or by paying the Bid Amount through a cheque or a demand draft (Non-ASBA
Mechanism).
(e) Bid Amount cannot be paid in cash, through money order or through postal order.
4.1.7.1 Instructions for non-ASBA Bidders:
a) Non-ASBA Bidders may submit their Bids with a member of the Syndicate or any of the Registered
Brokers of the Stock Exchange. The details of Broker Centres along with names and contact details of the
Registered Brokers are provided on the websites of the Stock Exchanges.
b) For Bids made through a member of the Syndicate: The Bidder may, with the submission of the Bid cum
Application Form, draw a cheque or demand draft for the Bid Amount in favour of the Escrow Account as
specified under the RHP/Prospectus and the Bid cum Application Form and submit the same to the
members of the Syndicate at Specified Locations.
c) For Bids made through a Registered Broker: The Bidder may, with the submission of the Bid cum
Application Form, draw a cheque or demand draft for the Bid Amount in favour of the Escrow Account as
specified under the RHP/Prospectus and the Bid cum Application Form and submit the same to the
Registered Broker.
d) If the cheque or demand draft accompanying the Bid cum Application Form is not made favoring the
Escrow Account, the Bid is liable to be rejected.
e) Payments should be made by cheque, or demand draft drawn on any bank (including a co-operative bank),
which is situated at, and is a member of or sub-member of the bankers clearing house located at the
centre where the Bid cum Application Form is submitted. Cheques/bank drafts drawn on banks not
participating in the clearing process may not be accepted and applications accompanied by such cheques
or bank drafts are liable to be rejected.
f) The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf of the
Bidders until the Designated Date.
g) Bidders are advised to provide the number of the Bid cum Application Form and PAN on the reverse of
the cheque or bank draft to avoid any possible misuse of instruments submitted.
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4.1.7.2 Payment instructions for ASBA Bidders
a) ASBA Bidders may submit the Bid cum Application Form either:
i. in physical mode to the Designated Branch of an SCSB where the Bidders/Applicants have ASBA
Account, or
ii. in electronic mode through the internet banking facility offered by an SCSB authorizing blocking of
funds that are available in the ASBA account specified in the Bid cum Application Form, or
iii. in physical mode to a member of the Syndicate at the Specified Locations, or
iv. to Registered Brokers of the Stock Exchange
b) ASBA Bidders may specify the Bank Account number in the Bid cum Application Form. The Bid cum
Application Form submitted by an ASBA Bidder and which is accompanied by cash, demand draft,
money order, postal order or any mode of payment other than blocked amounts in the ASBA Account
maintained with an SCSB, may not be accepted.
c) Bidders should ensure that the Bid cum Application Form is also signed by the ASBA Account holder(s)
if the Bidder is not the ASBA Account holder.
d) Bidders shall note that for the purpose of blocking funds under ASBA facility clearly demarcated funds
shall be available in the account.
e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.
f) ASBA Bidders bidding through a member of the Syndicate should ensure that the Bid cum Application
Form is submitted to a member of the Syndicate only at the Specified locations. ASBA Bidders should
also note that Bid cum Application Forms submitted to a member of the Syndicate at the Specified
locations may not be accepted by the Member of the Syndicate if the SCSB where the ASBA Account, as
specified in the Bid cum Application Form, is maintained has not named at least one branch at that
location for the members of the Syndicate to deposit Bid cum Application Forms (a list of such branches
is available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-
Intermediaries).
g) ASBA Bidders bidding through a Registered Broker should note that Bid cum Application Forms
submitted to the Registered Brokers may not be accepted by the Registered Broker, if the SCSB where the
ASBA Account, as specified in the Bid cum Application Form, is maintained has not named at least one
branch at that location for the Registered Brokers to deposit Bid cum Application Forms.
h) ASBA Bidders bidding directly through the SCSBs should ensure that the Bid cum Application Form is
submitted to a Designated Branch of a SCSB where the ASBA Account is maintained.
i) Upon receipt of the Bid cum Application Form, the Designated Branch of the SCSB may verify if
sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the Bid
cum Application Form.
j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to the
Bid Amount mentioned in the Bid cum Application Form and for application directly submitted to SCSB
by investor, may enter each Bid option into the electronic bidding system as a separate Bid.
k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not
upload such Bids on the Stock Exchange platform and such bids are liable to be rejected.
l) Upon submission of a completed Bid cum Application Form each ASBA Bidder may be deemed to have
agreed to block the entire Bid Amount and authorised the Designated Branch of the SCSB to block the
Bid Amount specified in the Bid cum Application Form in the ASBA Account maintained with the
SCSBs.
m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the Basis of
allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public
Issue Account, or until withdrawal or failure of the Issue, or until withdrawal or rejection of the Bid, as
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the case may be.
n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB; else their
Bids are liable to be rejected.
4.1.7.2.1 Unblocking of ASBA Account
a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue
may provide the following details to the controlling branches of each SCSB, along with instructions to
unblock the relevant bank accounts and for successful applications transfer the requisite money to the
Public Issue Account designated for this purpose, within the specified timelines: (i) the number of Equity
Shares to be Allotted against each Bid, (ii) the amount to be transferred from the relevant bank account to
the Public Issue Account, for each Bid, (iii) the date by which funds referred to in (ii) above may be
transferred to the Public Issue Account, and (iv) details of rejected ASBA Bids, if any, along with reasons
for rejection and details of withdrawn or unsuccessful Bids, if any, to enable the SCSBs to unblock the
respective bank accounts.
b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite amount
against each successful ASBA Bidder to the Public Issue Account and may unblock the excess amount, if
any, in the ASBA Account.
c) In the event of withdrawal or rejection of the Bid cum Application Form and for unsuccessful Bids, the
Registrar to the Issue may give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA
Account within 12 Working Days of the Bid/ Issue Closing Date.
4.1.7.3 Additional Payment Instructions for NRIs
The Non-Resident Indians who intend to make payment through Non-Resident Ordinary (NRO) accounts shall
use the form meant for Resident Indians (non-repatriation basis). In the case of Bids by NRIs applying on a
repatriation basis, payment shall not be accepted out of NRO Account.
4.1.7.4 Discount (if applicable)
a) The Discount is stated in absolute rupee terms.
b) Bidders applying under RII category, Retail Individual Shareholder and employees are only eligible for
discount. For Discounts offered in the Issue, Bidders may refer to the RHP/Prospectus.
c) The Bidders entitled to the applicable Discount in the Issue may make payment for an amount i.e. the Bid
Amount less Discount (if applicable).
d) Bidder may note that in case the net payment (post Discount) is more than two lakh Rupees, the bidding
system automatically considers such applications for allocation under Non-Institutional Category. These
applications are neither eligible for Discount nor fall under RII category.
4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS
(a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/Application Form.
Bidders/Applicants should ensure that signatures are in one of the languages specified in the Eighth
Schedule to the Constitution of India.
(b) If the ASBA Account is held by a person or persons other than the ASBA Bidder/Applicant., then the
Signature of the ASBA Account holder(s) is also required.
(c) In relation to the ASBA Bids/Applications, signature has to be correctly affixed in the
authorisation/undertaking box in the Bid cum Application Form/Application Form, or an authorisation
has to be provided to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the Bid cum Application Form/Application Form.
(d) Bidders/Applicants must note that Bid cum Application Form/Application Form without signature of
Bidder/Applicant and /or ASBA Account holder is liable to be rejected.
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4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
(a) Bidders should ensure that they receive the acknowledgment duly signed and stamped by a member of
the Syndicate, Registered Broker or SCSB, as applicable, for submission of the Bid cum Application
Form.
(b) Applicants should ensure that they receive the acknowledgment duly signed and stamped by an Escrow
Collection Bank or SCSB, as applicable, for submission of the Application Form.
(c) All communications in connection with Bids/Applications made in the Issue should be addressed as
under:
i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of allotted equity
shares, refund orders, the Bidders/Applicants should contact the Registrar to the Issue.
ii. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders/Applicants
should contact the relevant Designated Branch of the SCSB.
iii. In case of queries relating to uploading of Syndicate ASBA Bids, the Bidders/Applicants should
contact the relevant Syndicate Member.
iv. In case of queries relating to uploading of Bids by a Registered Broker, the Bidders/Applicants
should contact the relevant Registered Broker
v. Bidder/Applicant may contact the Company Secretary and Compliance Officer or the BRLM(s) in
case of any other complaints in relation to the Issue.
(d) The following details (as applicable) should be quoted while making any queries
i. full name of the sole or First Bidder/Applicant, Bid cum Application Form number,
Applicants/Bidders DP ID, Client ID, PAN, number of Equity Shares applied for, amount paid on
application.
ii. name and address of the member of the Syndicate, Registered Broker or the Designated Branch, as
the case may be, where the Bid was submitted or
iii. In case of Non-ASBA bids cheque or draft number and the name of the issuing bank thereof
iv. In case of ASBA Bids, ASBA Account number in which the amount equivalent to the Bid Amount
was blocked.
For further details, Bidder/Applicant may refer to the RHP/Prospectus and the Bid cum Application Form.
4.2 INSTRUCTIONS FOR FILING THE REVISION FORM
(a) During the Bid/ Issue Period, any Bidder/Applicant (other than QIBs and NIIs, who can only revise
their bid upwards) who has registered his or her interest in the Equity Shares at a particular price level
is free to revise his or her Bid within the Price Band using the Revision Form, which is a part of the Bid
cum Application Form.
(b) RII may revise their bids till closure of the bidding period or withdraw their bids until finalisation of
allotment.
(c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the
Revision Form.
(d) The Bidder/Applicant can make this revision any number of times during the Bid/Issue Period.
However, for any revision(s) in the Bid, the Bidders/Applicants will have to use the services of the
same member of the Syndicate, the Registered Broker or the SCSB through which such
Bidder/Applicant had placed the original Bid. Bidders/Applicants are advised to retain copies of the
blank Revision Form and the Bid(s) must be made only in such Revision Form or copies thereof.
A sample Revision form is reproduced below:
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Instructions to fill each field of the Revision Form can be found on the reverse side of the Revision Form. Other
than instructions already highlighted at paragraph 4.1 above, point wise instructions regarding filling up various
fields of the Revision Form are provided below:
4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST

BIDDER/APPLICANT, PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY
ACCOUNT DETAILS OF THE BIDDER/APPLICANT
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Bidders/Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.2.2 FIELD 4 & 5: BID OPTIONS REVISION FROM AND TO
(a) Apart from mentioning the revised options in the Revision Form, the Bidder/Applicant must also
mention the details of all the bid options given in his or her Bid cum Application Form or earlier
Revision Form. For example, if a Bidder/Applicant has Bid for three options in the Bid cum
Application Form and such Bidder/Applicant is changing only one of the options in the Revision Form,
the Bidder/Applicant must still fill the details of the other two options that are not being revised, in the
Revision Form. The members of the Syndicate, the Registered Brokers and the Designated Branches of
the SCSBs may not accept incomplete or inaccurate Revision Forms.
(b) In case of revision, Bid options should be provided by Bidders/Applicants in the same order as
provided in the Bid cum Application Form.
(c) In case of revision of Bids by RIIs, Employees and Retail Individual Shareholders, such
Bidders/Applicants should ensure that the Bid Amount, subsequent to revision, does not exceed
200,000. In case the Bid Amount exceeds 200,000 due to revision of the Bid or for any other reason,
the Bid may be considered, subject to eligibility, for allocation under the Non-Institutional Category,
not being eligible for Discount (if applicable) and such Bid may be rejected if it is at the Cut-off Price.
The Cut-off Price option is given only to the RIIs, Employees and Retail Individual Shareholders
indicating their agreement to Bid for and purchase the Equity Shares at the Issue Price as determined at
the end of the Book Building Process.
(d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds 200,000, the
Bid will be considered for allocation under the Non-Institutional Portion in terms of the
RHP/Prospectus. If, however, the RII does not either revise the Bid or make additional payment and the
Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid
for shall be adjusted downwards for the purpose of allocation, such that no additional payment would
be required from the RII and the RII is deemed to have approved such revised Bid at Cut-off Price.
(e) In case of a downward revision in the Price Band, RIIs and Bids by Employees under the Reservation
Portion, who have bid at the Cut-off Price could either revise their Bid or the excess amount paid at the
time of bidding may be unblocked in case of ASBA Bidders or refunded from the Escrow Account in
case of non-ASBA Bidder.
4.2.3 FIELD 6: PAYMENT DETAILS
(a) With respect to the Bids, other than Bids submitted by ASBA Bidders/Applicants, any revision of the
Bid should be accompanied by payment in the form of cheque or demand draft for the amount, if any,
to be paid on account of the upward revision of the Bid.
(b) All Bidders/Applicants are required to make payment of the full Bid Amount (less Discount (if
applicable) along with the Bid Revision Form. In case of Bidders/Applicants specifying more than one
Bid Option in the Bid cum Application Form, the total Bid Amount may be calculated for the highest
of three options at net price, i.e. Bid price less discount offered, if any.
(c) In case of Bids submitted by ASBA Bidder/Applicant, Bidder/Applicant may Issue instructions to
block the revised amount based on cap of the revised Price Band (adjusted for the Discount (if
applicable) in the ASBA Account, to the same member of the Syndicate/Registered Broker or the same
Designated Branch (as the case may be) through whom such Bidder/Applicant had placed the original
Bid to enable the relevant SCSB to block the additional Bid Amount, if any.
(d) In case of Bids, other than ASBA Bids, Bidder/Applicant, may make additional payment based on the
cap of the revised Price Band (such that the total amount i.e., original Bid Amount plus additional
payment does not exceed 200,000 if the Bidder/Applicant wants to continue to Bid at the Cut-off
Price), with the members of the Syndicate / Registered Broker to whom the original Bid was submitted.
(e) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional
payment) exceeds 200,000, the Bid may be considered for allocation under the Non-Institutional
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Category in terms of the RHP/Prospectus. If, however, the Bidder/Applicant does not either revise the
Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to
revision, the number of Equity Shares Bid for may be adjusted downwards for the purpose of
allotment, such that no additional payment is required from the Bidder/Applicant and the
Bidder/Applicant is deemed to have approved such revised Bid at the Cut-off Price.
(f) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual Shareholders,
who have bid at the Cut-off Price, could either revise their Bid or the excess amount paid at the time of
bidding may be unblocked in case of ASBA Bidders/Applicants or refunded from the Escrow Account
in case of non-ASBA Bidder/Applicant.
4.2.4 FIELDS 7 : SIGNATURES AND ACKNOWLEDGEMENTS
Bidders/Applicants may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.
4.3 INSTRUCTIONS FOR FILING APPLICATION FORM IN ISSUES MADE OTHER THAN
THROUGH THE BOOK BUILDING PROCESS (FIXED PRICE ISSUE)
4.3.1 FIELDS 1, 2, 3 NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER/APPLICANT,

PAN OF SOLE/FIRST BIDDER/APPLICANT & DEPOSITORY ACCOUNT DETAILS OF
THE BIDDER/APPLICANT
Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY & AMOUNT
(a) The Issuer may mention Price or Price band in the draft Prospectus. However a prospectus registered
with RoC contains one price or coupon rate (as applicable).
(b) Minimum Application Value and Bid Lot: The Issuer in consultation with the Book Running Lead
Manager to the Issue (LM) may decide the minimum number of Equity Shares for each Bid to ensure
that the minimum application value is within the range of 10,000 to 15,000. The minimum Lot size
is accordingly determined by an Issuer on basis of such minimum application value.
(c) Applications by RIIs, Employees and Retail Individual Shareholders, must be for such number of
shares so as to ensure that the application amount payable does not exceed 200,000.
(d) Applications by other investors must be for such minimum number of shares such that the application
amount exceeds 200,000 and in multiples of such number of Equity Shares thereafter, as may be
disclosed in the application form and the Prospectus, or as advertised by the Issuer, as the case may be.
(e) An application cannot be submitted for more than the Issue size.
(f) The maximum application by any Applicant should not exceed the investment limits prescribed for
them under the applicable laws.
(g) Multiple Applications: An Applicant should submit only one Application Form. Submission of a
second Application Form to either the same or to Collection Bank(s) or SCSB and duplicate copies of
Application Forms bearing the same application number shall be treated as multiple applications and
are liable to be rejected.
(h) Applicants are requested to note the following procedures may be followed by the Registrar to the
Issue to detect multiple applications:
i. All applications may be checked for common PAN as per the records of the Depository. For
Applicants other than Mutual Funds and FII sub-accounts, Bids bearing the same PAN may be
treated as multiple applications by a Bidder/Applicant and may be rejected.
ii. For applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well
as Bids on behalf of the PAN Exempted Applicants, the Application Forms may be checked for
common DP ID and Client ID. In any such applications which have the same DP ID and Client ID,
these may be treated as multiple applications and may be rejected.
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(i) The following applications may not be treated as multiple Bids:
i. Applications by Reserved Categories in their respective reservation portion as well as that made by
them in the Issue portion in public category.
ii. Separate applications by Mutual Funds in respect of more than one scheme of the Mutual Fund
provided that the Applications clearly indicate the scheme for which the Bid has been made.
iii. Applications by Mutual Funds, and sub-accounts of FIIs (or FIIs and its sub-accounts) submitted
with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs.
4.3.3 FIELD NUMBER 5 : CATEGORY OF APPLICANTS
(a) The categories of applicants identified as per the SEBI Regulations for the purpose of Bidding,
allocation and allotment in the Issue are RIIs, individual applicants other than RIIs and other investors
(including corporate bodies or institutions, irrespective of the number of specified securities applied
for).
(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI
Regulations. For details of any reservations made in the Issue, applicants may refer to the Prospectus.
(c) The SEBI Regulations specify the allocation or allotment that may be made to various categories of
applicants in an Issue depending upon compliance with the eligibility conditions. Details pertaining to
allocation are disclosed on reverse side of the Revision Form. For Issue specific details in relation to
allocation applicant may refer to the Prospectus.
4.3.4 FIELD NUMBER 6: INVESTOR STATUS
Applicants should refer to instructions contained in paragraphs 4.1.6.
4.3.5 FIELD 7: PAYMENT DETAILS
(a) All Applicants are required to make payment of the full Amount (net of any Discount, as applicable)
along-with the Application Form. If the Discount is applicable in the Issue, the RIIs should indicate the
full Amount in the Application Form and the payment shall be made for an Amount net of Discount.
Only in cases where the Prospectus indicates that part payment may be made, such an option can be
exercised by the Applicant.
(b) RIIs and/or Reserved Categories bidding in their respective reservation portion can Bid, either through
the ASBA mechanism or by paying the Bid Amount through a cheque or a demand draft (Non-ASBA
Mechanism).
(c) Application Amount cannot be paid in cash, through money order or through postal order or through
stock invest.
4.3.5.1 Instructions for non-ASBA Applicants:
Non-ASBA Applicants may submit their Application Form with the Collection Bank(s).
For Applications made through a Collection Bank(s): The Applicant may, with the submission of the
Application Form, draw a cheque or demand draft for the Bid Amount in favor of the Escrow Account as
specified under the Prospectus and the Application Form and submit the same to the escrow Collection Bank(s).
If the cheque or demand draft accompanying the Application Form is not made favoring the Escrow Account,
the form is liable to be rejected.
Payments should be made by cheque, or demand draft drawn on any bank (including a co-operative bank),
which is situated at, and is a member of or sub-member of the bankers clearing house located at the centre
where the Application Form is submitted. Cheques/bank drafts drawn on banks not participating in the clearing
process may not be accepted and applications accompanied by such cheques or bank drafts are liable to be
rejected.
The Escrow Collection Banks shall maintain the monies in the Escrow Account for and on behalf of the
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Applicants until the Designated Date.
Applicants are advised to provide the number of the Application Form and PAN on the reverse of the cheque or
bank draft to avoid any possible misuse of instruments submitted.
4.3.5.2 Payment instructions for ASBA Applicants
(a) ASBA Applicants may submit the Application Form in physical mode to the Designated Branch of an
SCSB where the Applicants have ASBA Account.
(b) ASBA Applicants may specify the Bank Account number in the Application Form. The Application
Form submitted by an ASBA Applicant and which is accompanied by cash, demand draft, money
order, postal order or any mode of payment other than blocked amounts in the ASBA Account
maintained with an SCSB, may not be accepted.
(c) Applicants should ensure that the Application Form is also signed by the ASBA Account holder(s) if
the Applicant is not the ASBA Account holder;
(d) Applicants shall note that for the purpose of blocking funds under ASBA facility clearly demarcated
funds shall be available in the account.
(e) From one ASBA Account, a maximum of five Bids cum Application Forms can be submitted.
(f) ASBA Applicants bidding directly through the SCSBs should ensure that the Application Form is
submitted to a Designated Branch of a SCSB where the ASBA Account is maintained.
(g) Upon receipt of the Application Form, the Designated Branch of the SCSB may verify if sufficient
funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
Application Form.
(h) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to
the Application Amount mentioned in the Application Form and may upload the details on the Stock
Exchange Platform.
(i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not
upload such Applications on the Stock Exchange platform and such Applications are liable to be
rejected.
(j) Upon submission of a completed Application Form each ASBA Applicant may be deemed to have
agreed to block the entire Application Amount and authorised the Designated Branch of the SCSB to
block the Application Amount specified in the Application Form in the ASBA Account maintained
with the SCSBs.
(k) The Application Amount may remain blocked in the aforesaid ASBA Account until finalisation of the
Basis of allotment and consequent transfer of the Application Amount against the Allotted Equity
Shares to the Public Issue Account, or until withdrawal or failure of the Issue, or until withdrawal or
rejection of the Application, as the case may be.
(l) SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB;
else their Applications are liable to be rejected.
4.3.5.3 Unblocking of ASBA Account
(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue
may provide the following details to the controlling branches of each SCSB, alongwith instructions to
unblock the relevant bank accounts and for successful applications transfer the requisite money to the
Public Issue Account designated for this purpose, within the specified timelines: (i) the number of
Equity Shares to be Allotted against each Application, (ii) the amount to be transferred from the
relevant bank account to the Public Issue Account, for each Application, (iii) the date by which funds
referred to in (ii) above may be transferred to the Public Issue Account, and (iv) details of rejected
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ASBA Applications, if any, along with reasons for rejection and details of withdrawn or unsuccessful
Applications, if any, to enable the SCSBs to unblock the respective bank accounts.
(b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite
amount against each successful ASBA Application to the Public Issue Account and may unblock the
excess amount, if any, in the ASBA Account.
(c) In the event of withdrawal or rejection of the Application Form and for unsuccessful Applications, the
Registrar to the Issue may give instructions to the SCSB to unblock the Application Amount in the
relevant ASBA Account within 12 Working Days of the Issue Closing Date.
4.3.5.4 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) RIIs, Employees and Retail Individual Shareholders are only eligible for discount. For Discounts
offered in the Issue, applicants may refer to the Prospectus.
(c) The Applicants entitled to the applicable Discount in the Issue may make payment for an amount i.e.
the Application Amount less Discount (if applicable).
4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS &

ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
Applicants should refer to instructions contained in paragraphs 4.1.8 & 4.1.9.
4.4 SUBMISSION OF BID CUM APPLICATION FORM/ REVISION FORM/APPLICATION

FORM
4.4.1 Bidders/Applicants may submit completed Bid-cum-application form / Revision Form in the following
manner:-
Mode of Application Submission of Bid cum Application Form

Non-ASBA To members of the Syndicate at the Specified Locations mentioned in the
Application Bid cum Application Form
To Registered Brokers
ASBA Application To members of the Syndicate in the Specified Locations or Registered
Brokers at the Broker Centres
To the Designated branches of the SCSBs where the ASBA Account is
maintained
(a) Bidders/Applicants should not submit the bid cum application forms/ Revision Form directly to the
escrow collection banks. Bid cum Application Form/ Revision Form submitted to the escrow collection
banks are liable for rejection.
(b) Bidders/Applicants should submit the Revision Form to the same member of the Syndicate, the
Registered Broker or the SCSB through which such Bidder/Applicant had placed the original Bid.
(c) Upon submission of the Bid-cum-Application Form, the Bidder/Applicant will be deemed to have
authorised the Issuer to make the necessary changes in the RHP and the Bid cum Application Form as
would be required for filing Prospectus with the Registrar of Companies (RoC) and as would be
required by the RoC after such filing, without prior or subsequent notice of such changes to the
relevant Bidder/Applicant.
(d) Upon determination of the Issue Price and filing of the Prospectus with the RoC, the Bid-cum-
Application Form will be considered as the application form.
SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE
395
Book Building, in the context of the Issue, refers to the process of collection of Bids within the Price Band or
above the Floor Price and determining the Issue Price based on the Bids received as detailed in Schedule XI of
the SEBI Regulations. The Issue Price is finalised after the Bid/ Issue Closing Date. Valid Bids received at or
above the Issue Price are considered for allocation in the Issue, subject to applicable regulations and other terms
and conditions.
5.1 SUBMISSION OF BIDS
(a) During the Bid/ Issue Period, ASBA Bidders/Applicants may approach the members of the Syndicate
at the Specified Cities or any of the Registered Brokers or the Designated Branches to register their
Bids. Non-ASBA Bidders/Applicants who are interested in subscribing for the Equity Shares should
approach the members of the Syndicate or any of the Registered Brokers, to register their Bid.
(b) Non-ASBA Bidders/Applicants (RIIs, Employees and Retail Individual Shareholders) bidding at Cut-
off Price may submit the Bid cum Application Form along with a cheque/demand draft for the Bid
Amount less discount (if applicable) based on the Cap Price with the members of the Syndicate/ any of
the Registered Brokers to register their Bid.
(c) In case of ASBA Bidders/Applicants (excluding NIIs and QIBs) bidding at Cut-off Price, the ASBA
Bidders/Applicants may instruct the SCSBs to block Bid Amount based on the Cap Price less discount
(if applicable). ASBA Bidders/Applicants may approach the members of the Syndicate or any of the
Registered Brokers or the Designated Branches to register their Bids.
(d) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform
Bidders/Applicants are requested to refer to the RHP.
5.2 ELECTRONIC REGISTRATION OF BIDS
(a) The Syndicate, the Registered Brokers and the SCSBs may register the Bids using the on-line facilities
of the Stock Exchanges. The Syndicate, the Registered Brokers and the Designated Branches of the
SCSBs can also set up facilities for off-line electronic registration of Bids, subject to the condition that
they may subsequently upload the off-line data file into the on-line facilities for Book Building on a
regular basis before the closure of the issue.
(b) On the Bid/ Issue Closing Date, the Syndicate, the Registered Broker and the Designated Branches of
the SCSBs may upload the Bids till such time as may be permitted by the Stock Exchanges.
(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for Allotment. The
members of the Syndicate, the Registered Brokers and the SCSBs are given up to one day after the Bid/
Issue Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/
Issue Period after which the Stock Exchange(s) send the bid information to the Registrar for validation
of the electronic bid details with the Depositorys records.
5.3 BUILD UP OF THE BOOK
(a) Bids received from various Bidders/Applicants through the Syndicate, Registered Brokers and the
SCSBs may be electronically uploaded on the Bidding Platform of the Stock Exchanges on a regular
basis. The book gets built up at various price levels. This information may be available with the Book
Running Lead Managers at the end of the Bid/ Issue Period.
(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges Platform, a
graphical representation of consolidated demand and price as available on the websites of the Stock
Exchanges may be made available at the bidding centres during the Bid/ Issue Period.
5.4 WITHDRAWAL OF BIDS
(a) RIIs can withdraw their Bids until finalisation of Basis of Allotment. In case a RII applying through the
ASBA process wishes to withdraw the Bid during the Bid/ Issue Period, the same can be done by
submitting a request for the same to the concerned SCSB or the Syndicate Member or the Registered
Broker, as applicable, who shall do the requisite, including unblocking of the funds by the SCSB in the
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ASBA Account.
(b) In case a RII wishes to withdraw the Bid after the Bid/ Issue Period, the same can be done by
submitting a withdrawal request to the Registrar to the Issue until finalisation of Basis of Allotment.
The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS
(a) The members of the Syndicate, the Registered Broker and/or SCSBs are individually responsible for the
acts, mistakes or errors or omission in relation to:
i. the Bids accepted by the members of the Syndicate, the Registered Broker and the SCSBs,
ii. the Bids uploaded by the members of the Syndicate, the Registered Broker and the SCSBs,
iii. the Bid cum application forms accepted but not uploaded by the members of the Syndicate, the
Registered Broker and the SCSBs, or
(b) With respect to Bids by ASBA Bidders/Applicants, Bids accepted and uploaded by SCSBs without
blocking funds in the ASBA Accounts. It may be presumed that for Bids uploaded by the SCSBs, the
Bid Amount has been blocked in the relevant Account.
(c) The Book Running Lead Managers and their affiliate Syndicate Members, as the case may be, may
reject Bids if all the information required is not provided and the Bid cum Application Form is
incomplete in any respect.
(d) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds in the
ASBA account or on technical grounds.
(e) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors); and (ii)
the Book Running Lead Managers and their affiliate Syndicate Members (only in the specified
locations) have the right to reject bids. However, such rejection shall be made at the time of receiving
the Bid and only after assigning a reason for such rejection in writing.
(f) All bids by QIBs, NIIs & RIIs Bids can be rejected on technical grounds listed herein.
5.5.1 GROUNDS FOR TECHNICAL REJECTIONS
Bid cum Application Forms/Application Form can be rejected on the below mentioned technical grounds either
at the time of their submission to the (i) authorised agents of the Book Running Lead Managers, (ii) Registered
Brokers, or (iii) SCSBs, or (iv) Collection Bank(s), or at the time of finalisation of the Basis of Allotment.
Bidders/Applicants are advised to note that the Bids/Applications are liable to be rejected, inter alia, on the
following grounds, which have been detailed at various placed in this GID:-
a) Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as amended,
(other than minors having valid Depository Account as per Demographic Details provided by
Depositories);
b) Bids/Applications by OCBs;
c) In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm. However, a
limited liability partnership can apply in its own name;
d) In case of Bids/Applications under power of attorney or by limited companies, corporate, trust etc.,
relevant documents are not being submitted along with the Bid cum application form/Application Form;
e) Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly
by SEBI or any other regulatory authority;
f) Bids/Applications by any person outside India if not in compliance with applicable foreign and Indian
laws;
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g) DP ID and Client ID not mentioned in the Bid cum Application Form/Application Form;
h) PAN not mentioned in the Bid cum Application Form/Application Form except for Bids/Applications by
or on behalf of the Central or State Government and officials appointed by the court and by the investors
residing in the State of Sikkim, provided such claims have been verified by the Depository Participant;
i) In case no corresponding record is available with the Depositories that matches the DP ID, the Client ID
and the PAN;
j) Bids/Applications for lower number of Equity Shares than the minimum specified for that category of
investors;
k) Bids/Applications at a price less than the Floor Price & Bids/Applications at a price more than the Cap
Price;
l) Bids/Applications at Cut-off Price by NIIs and QIBs;
m) Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for. With
respect to Bids/Applications by ASBA Bidders, the amounts mentioned in the Bid cum Application
Form/Application Form does not tally with the amount payable for the value of the Equity Shares
Bid/Applied for;
n) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by the
regulations;
o) In relation to ASBA Bids/Applications, submission of more than five Bid cum Application
Forms/Application Form as per ASBA Account;
p) Bids/Applications for a Bid/Application Amount of more than 200,000 by RIIs by applying through
non-ASBA process;
q) Bids/Applications for number of Equity Shares which are not in multiples Equity Shares which are not in
multiples as specified in the RHP;
r) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;
s) Bid cum Application Forms/Application Forms are not delivered by the Bidders/Applicants within the
time prescribed as per the Bid cum Application Forms/Application Form, Bid/ Issue Opening Date
advertisement and as per the instructions in the RHP and the Bid cum Application Forms;
t) With respect to ASBA Bids/Applications, inadequate funds in the bank account to block the
Bid/Application Amount specified in the Bid cum Application Form/ Application Form at the time of
blocking such Bid/Application Amount in the bank account;
u) Bids/Applications where sufficient funds are not available in Escrow Accounts as per final certificate
from the Escrow Collection Banks;
v) With respect to ASBA Bids/Applications, where no confirmation is received from SCSB for blocking of
funds;
w) Bids/Applications by QIBs (other than Anchor Investors) and Non Institutional Bidders not submitted
through ASBA process or Bids/Applications by QIBs (other than Anchor Investors) and Non Institutional
Bidders accompanied with cheque(s) or demand draft(s);
x) ASBA Bids/Applications submitted to a BRLM at locations other than the Specified Cities and Bid cum
Application Forms/Application Forms, under the ASBA process, submitted to the Escrow Collecting
Banks (assuming that such bank is not a SCSB where the ASBA Account is maintained), to the issuer or
the Registrar to the Issue;
y) Bids/Applications not uploaded on the terminals of the Stock Exchanges;
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z) Bids/Applications by SCSBs wherein a separate account in its own name held with any other SCSB is not
mentioned as the ASBA Account in the Bid cum Application Form/Application Form.
5.6 BASIS OF ALLOCATION
(a) The SEBI Regulations specify the allocation or Allotment that may be made to various categories of
Bidders/Applicants in an Issue depending on compliance with the eligibility conditions. Certain details
pertaining to the percentage of Issue size available for allocation to each category is disclosed overleaf
of the Bid cum Application Form and in the RHP / Prospectus. For details in relation to allocation, the
Bidder/Applicant may refer to the RHP / Prospectus.
(b) Under-subscription in Retail category is allowed to be met with spill-over from any other category or
combination of categories at the discretion of the Issuer and in consultation with the Book Running
Lead Managers and the Designated Stock Exchange and in accordance with the SEBI Regulations.
Unsubscribed portion in QIB category is not available for subscription to other categories.
(c) In case of under-subscription in the Issue, spill-over to the extent of such under-subscription may be
permitted from the Reserved Portion to the Issue. For allocation in the event of an under-subscription
applicable to the Issuer, Bidders/Applicants may refer to the RHP.
(d) Illustration of the Book Building and Price Discovery Process
Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue; it also
excludes bidding by Anchor Investors.
Bidders can bid at any price within the Price Band. For instance, assume a Price Band of 20 to 24 per share,
Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the table
below. The illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices
and is collated from Bids received from various investors.

500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to
Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., 22.00 in the above
example. The Issuer, in consultation with the Book Running Lead Managers, may finalise the Issue Price at or
below such Cut-Off Price, i.e., at or below 22.00. All Bids at or above the Issue Price and cut-off Bids are
valid Bids and are considered for allocation in the respective categories.
(e) Alternate Method of Book Building
In case of FPOs, Issuer may opt for an alternate method of Book Building in which only the Floor Price is
specified for the purposes of bidding (Alternate Book Building Process).
The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one Working Day prior to
the Bid/ Issue Opening Date. QIBs may Bid at a price higher than the Floor Price and the Allotment to the QIBs
is made on a price priority basis. The Bidder with the highest Bid Amount is allotted the number of Equity
Shares Bid for and then the second highest Bidder is Allotted Equity Shares and this process continues until all
the Equity Shares have been allotted. RIIs, NIIs and Employees are Allotted Equity Shares at the Floor Price
and allotment to these categories of Bidders is made proportionately. If the number of Equity Shares Bid for at a
price is more than available quantity then the allotment may be done on a proportionate basis. Further, the Issue
may place a cap either in terms of number of specified securities or percentage of issued capital of the Issue that
may be allotted to a single Bidder, decide whether a Bidder be allowed to revise the bid upwards or downwards
in terms of price and/or quantity and also decide whether a Bidder be allowed single or multiple bids.
SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE
399
Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Issue Price is
mentioned in the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so
submitted is considered as the application form.
Applicants may only use the specified Application Form for the purpose of making an Application in terms of
the Prospectus which may be submitted through Syndicate Members/SCSB and/or Bankers to the Issue or
Registered Broker.
ASBA Applicants may submit an Application Form either in physical form to the Syndicate Members or
Registered Brokers or the Designated Branches of the SCSBs or in the electronic form to the SCSB or the
Designated Branches of the SCSBs authorising blocking of funds that are available in the bank account
specified in the Application Form only (ASBA Account). The Application Form is also made available on the
websites of the Stock Exchanges at least one day prior to the Bid/ Issue Opening Date.
In a fixed price Issue, allocation in the net Issue to the public category is made as follows: minimum fifty % to
Retail Individual Investors; and remaining to (i) individual investors other than Retail Individual Investors; and
(ii) other Applicants including corporate bodies or institutions, irrespective of the number of specified securities
applied for. The unsubscribed portion in either of the categories specified above may be allocated to the
Applicants in the other category.
For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant
section of the GID.
SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The allotment of Equity Shares to Bidders/Applicants other than Retail Individual Investors and Anchor
Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may
refer to RHP/Prospectus. No Retail Individual Investor is will be allotted less than the minimum Bid Lot subject
to availability of shares in Retail Individual Investor Category and the remaining available shares, if any will be
allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Issue
(excluding any Offer for Sale of specified securities). However, in case the Issue is in the nature of Offer for
Sale only, then minimum subscription may not be applicable.
7.1 ALLOTMENT TO RIIs
Bids received from the RIIs at or above the Issue Price may be grouped together to determine the total demand
under this category. If the aggregate demand in this category is less than or equal to the Retail Category at or
above the Issue Price, full Allotment may be made to the RIIs to the extent of the valid Bids. If the aggregate
demand in this category is greater than the allocation to in the Retail Category at or above the Issue Price, then
the maximum number of RIIs who can be Allotted the minimum Bid Lot will be computed by dividing the total
number of Equity Shares available for Allotment to RIIs by the minimum Bid Lot (Maximum RII Allottees).
The Allotment to the RIIs will then be made in the following manner:
(a) In the event the number of RIIs who have submitted valid Bids in the Issue is equal to or less than
Maximum RII Allottees, (i) all such RIIs shall be Allotted the minimum Bid Lot; and (ii) the balance
available Equity Shares, if any, remaining in the Retail Category shall be Allotted on a proportionate
basis to the RIIs who have received Allotment as per (i) above for the balance demand of the Equity
Shares Bid by them (i.e. who have Bid for more than the minimum Bid Lot).
(b) In the event the number of RIIs who have submitted valid Bids in the Issue is more than Maximum RII
Allottees, the RIIs (in that category) who will then be allotted minimum Bid Lot shall be determined on
the basis of draw of lots.
7.2 ALLOTMENT TO NIIs
Bids received from NIIs at or above the Issue Price may be grouped together to determine the total demand
under this category. The allotment to all successful NIIs may be made at or above the Issue Price. If the
aggregate demand in this category is less than or equal to the Non-Institutional Category at or above the Issue
Price, full allotment may be made to NIIs to the extent of their demand. In case the aggregate demand in this
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category is greater than the Non-Institutional Category at or above the Issue Price, allotment may be made on a
proportionate basis up to a minimum of the Non-Institutional Category.
7.3 ALLOTMENT TO QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI Regulations or RHP /
Prospectus. Bids received from QIBs bidding in the QIB Category (net of Anchor Portion) at or above the Issue
Price may be grouped together to determine the total demand under this category. The QIB Category may be
available for allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment
may be undertaken in the following manner:
1. In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be determined as
follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Category, allocation to Mutual
Funds may be done on a proportionate basis for up to 5% of the QIB Category; (ii) In the event that the
aggregate demand from Mutual Funds is less than 5% of the QIB Category then all Mutual Funds may get
full allotment to the extent of valid Bids received above the Issue Price; and (iii) Equity Shares remaining
unsubscribed, if any and not allocated to Mutual Funds may be available for allotment to all QIBs as set out
at paragraph 7.4(b) below;
2. In the second instance, allotment to all QIBs may be determined as follows: (i) In the event of
oversubscription in the QIB Category, all QIBs who have submitted Bids above the Issue Price may be
Allotted Equity Shares on a proportionate basis for up to 95% of the QIB Category; (ii) Mutual Funds, who
have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are
eligible to receive Equity Shares on a proportionate basis along with other QIBs; and (iii) Under-
subscription below 5% of the QIB Category, if any, from Mutual Funds, may be included for allocation to
the remaining QIBs on a proportionate basis.
7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)
(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the
discretion of the issuer subject to compliance with the following requirements:
i. not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the price at which allocation is
being done to other Anchor Investors; and
iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:
In case of allocation above ` 250 crore, a minimum of five Anchor Investors and a maximum of
15 Anchor Investors for allocation up to ` 250 crore; and
Additional 10 Anchor Investors for every additional ` 250 crore or part thereof, subject to
minimum allotment of ` 5 crore per Anchor Investor.
(b) A physical book is prepared by the Registrar on the basis of the Bid cum Application Forms received
from Anchor Investors. Based on the physical book and at the discretion of the issuer in consultation
with the Book Running Lead Managers, selected Anchor Investors will be sent a CAN and if required,
a revised CAN.
(c) In the event that the Issue Price is higher than the Anchor Investor Issue Price: Anchor Investors
will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares
allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor
Investors are then required to pay any additional amounts, being the difference between the Issue Price
and the Anchor Investor Issue Price, as indicated in the revised CAN within the pay-in date referred to
in the revised CAN. Thereafter, the Allotment Advice will be issued to such Anchor Investors.
(d) In the event the Issue Price is lower than the Anchor Investor Issue Price: Anchor Investors who have
been Allotted Equity Shares will directly receive Allotment Advice.
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7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS), NIIs AND
RESERVED CATEGORY IN CASE OF OVER-SUBSCRIBED ISSUE
In the event of the Issue being over-subscribed, the Issuer may finalise the Basis of Allotment in consultation
with the Designated Stock Exchange in accordance with the SEBI Regulations.
The allocation may be made in marketable lots, on a proportionate basis as explained below:
(a) Bidders may be categorised according to the number of Equity Shares applied for;
(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived at on a
proportionate basis, which is the total number of Equity Shares applied for in that category (number of
Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the
inverse of the over-subscription ratio;
(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a
proportionate basis, which is total number of Equity Shares applied for by each Bidder in that category
multiplied by the inverse of the over-subscription ratio;
(d) In all Bids where the proportionate allotment is less than the minimum bid lot decided per Bidder, the
allotment may be made as follows: the successful Bidders out of the total Bidders for a category may
be determined by a draw of lots in a manner such that the total number of Equity Shares Allotted in that
category is equal to the number of Equity Shares calculated in accordance with (b) above; and each
successful Bidder may be Allotted a minimum of such Equity Shares equal to the minimum Bid Lot
finalised by the Issuer;
(e) If the proportionate allotment to a Bidder is a number that is more than the minimum Bid lot but is not
a multiple of one (which is the marketable lot), the decimal may be rounded off to the higher whole
number if that decimal is 0.5 or higher. If that number is lower than 0.5 it may be rounded off to the
lower whole number. Allotment to all bidders in such categories may be arrived at after such rounding
off; and
(f) If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares
Allotted to the Bidders in that category, the remaining Equity Shares available for allotment may be
first adjusted against any other category, where the Allotted Equity Shares are not sufficient for
proportionate allotment to the successful Bidders in that category. The balance Equity Shares, if any,
remaining after such adjustment may be added to the category comprising Bidders applying for
minimum number of Equity Shares.
7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES
(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the funds
represented by allocation of Equity Shares (other than ASBA funds with the SCSBs) from the Escrow
Account, as per the terms of the Escrow Agreement, into the Public Issue Account with the Bankers to
the Issue. The balance amount after transfer to the Public Issue Account shall be transferred to the
Refund Account. Payments of refund to the Bidders shall also be made from the Refund Account as per
the terms of the Escrow Agreement and the RHP.
(b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock
Exchange, the Registrar shall upload the same on its website. On the basis of the approved Basis of
Allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment and credit of
Equity Shares. Bidders/Applicants are advised to instruct their Depository Participant to accept the
Equity Shares that may be allotted to them pursuant to the Issue.
Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the
Bidders/Applicants who have been Allotted Equity Shares in the Issue.
(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.
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(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the successful
Bidders/Applicants Depository Account will be completed within 12 Working Days of the Bid/Issue
Closing Date. The Issuer also ensures the credit of shares to the successful Applicants depository
account is completed within two Working Days from the date of Allotment, after the funds are
transferred from the Escrow Account to the Public Issue Account on the Designated Date.
SECTION 8: INTEREST AND REFUNDS
8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING
The Issuer may ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges are taken within 12 Working Days of the Bid/ Issue
Closing Date. The Registrar to the Issue may give instructions for credit to Equity Shares the beneficiary
account with DPs, and dispatch the Allotment Advice within 12 Working Days of the Bid/ Issue Closing Date.
8.2 GROUNDS FOR REFUND
8.2.1 NON RECEIPT OF LISTING PERMISSION
An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an official
quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought are disclosed in
RHP/Prospectus. The Designated Stock Exchange may be as disclosed in the RHP/Prospectus with which the
Basis of Allotment may be finalised.
If the Issuer fails to make application to the Stock Exchange(s) and obtain permission for listing of the Equity
Shares, in accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer shall be
punishable with a fine which shall not be less than 5 lakhs but which may extend to 50 lakhs and every
officer of the Issuer who is in default shall be punishable with imprisonment for a term which may extend to one
year or with fine which shall not be less than 50,000 but which may extend to 3 lakhs, or with both.
If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the
Stock Exchange(s), the Issuer may forthwith repay, without interest, all moneys received from the
Bidders/Applicants in pursuance of the RHP/Prospectus.
If such money is not repaid within the prescribed time after the Issuer becomes liable to repay it, then the Issuer
and every director of the Issuer who is an officer in default may, on and from such expiry of such period, be
liable to repay the money, with interest at such rate, as disclosed in the RHP/Prospectus.
8.2.2 NON RECEIPT OF MINIMUM SUBSCRIPTION
If the Issuer does not receive a minimum subscription of 90% of the Issue (excluding any offer for sale of
specified securities), including devolvement to the Underwriters, within 70 days from the Bid/ Issue Closing
Date, the Issuer may forthwith, without interest refund the entire subscription amount received. In case the Issue
is in the nature of Offer for Sale only, then minimum subscription may not be applicable.
If there is a delay beyond the prescribed time, then the Issuer and every director of the Issuer who is an officer in
default may be liable to repay the money, with interest at the rate of 15% per annum in accordance with the
Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended.
8.2.3 MINIMUM NUMBER OF ALLOTTEES
The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be allotted may not
be less than 1,000 failing which the entire application monies may be refunded forthwith.
8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING
In case an Issuer not eligible under Regulation 26(1) of the SEBI Regulations comes for an Issue under
Regulation 26(2) of SEBI Regulations but fails to allot at least 75% of the Issue to QIBs, in such case full
subscription money is to be refunded.
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8.3 MODE OF REFUND
(a) In case of ASBA Bids/Applications: Within 12 Working Days of the Bid/ Issue Closing Date, the
Registrar to the Issue may give instructions to SCSBs for unblocking the amount in ASBA Account on
unsuccessful Bid/Application and also for any excess amount blocked on Bidding/Application.
(b) In case of Non-ASBA Bid/Applications: Within 12 Working Days of the Bid/ Issue Closing Date, the
Registrar to the Issue may dispatch the refund orders for all amounts payable to unsuccessful
Bidders/Applicants and also for any excess amount paid on Bidding/Application, after adjusting for
allotment to Bidders/Applicants.
(c) In case of non-ASBA Bidders/Applicants, the Registrar to the Issue may obtain from the depositories
the Bidders/Applicants bank account details, including the MICR code, on the basis of the DP ID,
Client ID and PAN provided by the Bidders/Applicants in their Bid cum Application Forms for
refunds. Accordingly, Bidders/Applicants are advised to immediately update their details as appearing
on the records of their DPs. Failure to do so may result in delays in dispatch of refund orders or refunds
through electronic transfer of funds, as applicable, and any such delay may be at the
Bidders/Applicants sole risk and neither the Issuer, the Registrar to the Issue, the Escrow Collection
Banks, or the Syndicate, may be liable to compensate the Bidders/Applicants for any losses caused to
them due to any such delay, or liable to pay any interest for such delay. Please note that refunds on
account of our Company not receiving the minimum subscription of 90% of the Issue, shall be credited
only to the bank account from which the Bid Amount was remitted to the Escrow Bank.
(d) In the case of Bids from Eligible NRIs, FIIs and FPIs, refunds, if any, may generally be payable in
Rupees only and net of bank charges and/or commission. If so desired, such payments in Rupees may
be converted into USD or any other freely convertible currency as may be permitted by the RBI at the
rate of exchange prevailing at the time of remittance and may be dispatched by registered post. The
Issuer may not be responsible for loss, if any, incurred by the Bidder/Applicant on account of
conversion of foreign currency.
8.3.1 Mode of making refunds for Bidders/Applicants other than ASBA Bidders/Applicants
The payment of refund, if any, may be done through various modes as mentioned below:
(a) NECSPayment of refund may be done through NECS for Bidders/Applicants having an account at
any of the centers specified by the RBI. This mode of payment of refunds may be subject to availability
of complete bank account details including the nine-digit MICR code of the Bidder/Applicant as
obtained from the Depository;
(b) NEFTPayment of refund may be undertaken through NEFT wherever the branch of the
Bidders/Applicants bank is NEFT enabled and has been assigned the Indian Financial System Code
(IFSC), which can be linked to the MICR of that particular branch. The IFSC Code may be obtained
from the website of RBI as at a date prior to the date of payment of refund, duly mapped with MICR
numbers. Wherever the Bidders/Applicants have registered their nine-digit MICR number and their
bank account number while opening and operating the demat account, the same may be duly mapped
with the IFSC Code of that particular bank branch and the payment of refund may be made to the
Bidders/Applicants through this method. In the event NEFT is not operationally feasible, the payment
of refunds may be made through any one of the other modes as discussed in this section;
(c) Direct CreditBidders/Applicants having their bank account with the Refund Banker may be eligible
to receive refunds, if any, through direct credit to such bank account;
(d) RTGSBidders/Applicants having a bank account at any of the centers notified by SEBI where
clearing houses are managed by the RBI, may have the option to receive refunds, if any, through
RTGS; and
(e) For all the other Bidders/Applicants, including Bidders/Applicants who have not updated their bank
particulars along with the nine-digit MICR code, the refund orders may be dispatched through speed
post or registered post for refund orders. Such refunds may be made by cheques, pay orders or demand
drafts drawn on the Refund Bank and payable at par at places where Bids are received.
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(f) Please note that refunds on account of our Company not receiving the minimum subscription of 90% of
the Issue, shall be credited only to the bank account from which the Bid Amount was remitted to the
Escrow Bank.
(g) For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing
such cheques, pay orders or demand drafts at other centers etc. Bidders/Applicants may refer to
RHP/Prospectus.
8.3.2 Mode of making refunds for ASBA Bidders/Applicants
In case of ASBA Bidders/Applicants, the Registrar to the Issue may instruct the controlling branch of the SCSB
to unblock the funds in the relevant ASBA Account for any withdrawn, rejected or unsuccessful ASBA Bids or
in the event of withdrawal or failure of the Issue.
8.4 INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND
The Issuer may pay interest at the rate of 15% per annum if refund orders are not dispatched or if, in a case
where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to
the clearing system in the disclosed manner and/or demat credits are not made to Bidders/Applicants or
instructions for unblocking of funds in the ASBA Account are not dispatched within the 12 Working days of the
Bid/ Issue Closing Date.
The Issuer may pay interest at 15% per annum for any delay beyond 15 days from the Bid/Issue Closing Date, if
Allotment is not made.
SECTION 9: GLOSSARY AND ABBREVIATIONS
Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document
may have the meaning as provided below. References to any legislation, act or regulation may be to such
legislation, act or regulation as amended from time to time
.
Term Description
Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Issue to successful
Bidders/Applicants
Allottee An Bidder/Applicant to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who
have been allotted Equity Shares after the Basis of Allotment has been
approved by the designated Stock Exchanges
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI Regulations.
Anchor Investor Portion Up to 60% of the QIB Category which may be allocated by the Issue in
consultation with the Book Running Lead Managers, to Anchor Investors on a
discretionary basis. One-third of the Anchor Investor Portion is reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the price at which allocation is being done to Anchor
Investors
Application Form The form in terms of which the Applicant should make an application for
Allotment in case of issues other than Book Built Issues, includes Fixed Price
Issue
Application Supported by An application, whether physical or electronic, used by Bidders/Applicants to
Blocked Amount/ make a Bid authorising an SCSB to block the Bid Amount in the specified bank
(ASBA)/ASBA account maintained with such SCSB
ASBA Account Account maintained with an SCSB which may be blocked by such SCSB to the
extent of the Bid Amount of the ASBA Bidder/Applicant
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidder/Applicant Prospective Bidders/Applicants in the Issue who Bid/apply through ASBA
405
Term Description
Banker(s) to the Issue / The banks which are clearing members and registered with SEBI as Banker to
Escrow Collection the Issue with whom the Escrow Account(s) may be opened, and as disclosed
Bank(s)/ Collecting in the RHP/Prospectus and Bid cum Application Form of the Issue
Banker
Basis of Allotment The basis on which the Equity Shares may be Allotted to successful
Bidders/Applicants under the Issue
Bid An indication to make an offer during the Bid/ Issue Period by a prospective
Bidder pursuant to submission of Bid cum Application Form or during the
Anchor Investor Bid/ Issue Period by the Anchor Investors, to subscribe for or
purchase the Equity Shares of the Issuer at a price within the Price Band,
including all revisions and modifications thereto. In case of issues undertaken
through the fixed price process, all references to a Bid should be construed to
mean an Application
Bid / Issue Closing Date The date after which the Syndicate, Registered Brokers and the SCSBs may not
accept any Bids for the Issue, which may be notified in an English national
daily, a Hindi national daily and a regional language newspaper at the place
where the registered office of the Issuer is situated, each with wide circulation.
Applicants/bidders may refer to the RHP/Prospectus for the Bid/Issue Closing
Date
Bid/ Issue Opening Date The date on which the Syndicate and the SCSBs may start accepting Bids for
the Issue, which may be the date notified in an English national daily, a Hindi
national daily and a regional language newspaper at the place where the
registered office of the Issuer is situated, each with wide circulation.
Applicants/bidders may refer to the RHP/Prospectus for the Bid/Issue Opening
Date
Bid/ Issue Period Except in the case of Anchor Investors (if applicable), the period between the
Bid/ Issue Opening Date and the Bid/ Issue Closing Date inclusive of both days
and during which prospective Bidders/Applicants (other than Anchor Investors)
can submit their Bids, inclusive of any revisions thereof. The Issuer may
consider closing the Bid/Issue Period for QIBs one working day prior to the
Bid/ Issue Closing Date in accordance with the SEBI Regulations.
Applicants/bidders may refer to the RHP/Prospectus for the Bid/Issue Period
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application
Form and payable by the Bidder/Applicant upon submission of the Bid (except
for Anchor Investors), less discounts (if applicable). In case of issues
undertaken through the fixed price process, all references to the Bid Amount
should be construed to mean the Application Amount
Bid cum Application Form The form in terms of which the Bidder/Applicant should make an offer to
subscribe for or purchase the Equity Shares and which may be considered as
the application for Allotment for the purposes of the Prospectus, whether
applying through the ASBA or otherwise. In case of issues undertaken through
the fixed price process, all references to the Bid cum Application Form should
be construed to mean the Application Form
Bidder/Applicant Any prospective investor (including an ASBA Bidder/Applicant) who makes a
Bid pursuant to the terms of the RHP/Prospectus and the Bid cum Application
Form. In case of issues undertaken through the fixed price process, all
references to a Bidder/Applicant should be construed to mean an
Bidder/Applicant
Book Built Process/ Book The book building process as provided under the SEBI Regulations, in terms of
Building Process/ Book which the Issue is being made
Building Method
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can
submit the Bid cum Application Forms/Application Form to a Registered
Broker. The details of such broker centres, along with the names and contact
details of the Registered Brokers are available on the websites of the Stock
Exchanges.
406
Term Description
BRLM(s)/ Book Running The Book Running Lead Manager to the Issue as disclosed in the
Lead Manager(s)/Lead RHP/Prospectus and the Bid cum Application Form of the Issue. In case of
Manager/ LM issues undertaken through the fixed price process, all references to the Book
Running Lead Manager should be construed to mean the Lead Manager or LM
Business Day Monday to Friday (except public holidays)
CAN/Confirmation of The note or advice or intimation sent to each successful Bidder/Applicant
Allotment Note indicating the Equity Shares which may be Allotted, after approval of Basis of
Allotment by the Designated Stock Exchange
Cap Price The higher end of the Price Band, above which the Issue Price and the Anchor
Investor Issue Price may not be finalised and above which no Bids may be
accepted
Client ID Client Identification Number maintained with one of the Depositories in
relation to demat account
Cut-off Price Issue Price, finalised by the Issuer in consultation with the Book Running Lead
Manager(s), which can be any price within the Price Band. Only RIIs, Retail
Individual Shareholders and employees are entitled to Bid at the Cut-off Price.
No other category of Bidders/Applicants are entitled to Bid at the Cut-off Price
DP Depository Participant
DP ID Depository Participants Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India)
Limited
Demographic Details Details of the Bidders/Applicants including the Bidder/Applicants address,
name of the Applicants father/husband, investor status, occupation and bank
account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms
used by the ASBA Bidders/Applicants applying through the ASBA and a list of
which is available on
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from
the Escrow Account or the amounts blocked by the SCSBs are transferred from
the ASBA Accounts, as the case may be, to the Public Issue Account or the
Refund Account, as appropriate, after the Prospectus is filed with the RoC,
following which the board of directors may Allot Equity Shares to successful
Bidders/Applicants in the fresh Issue may give delivery instructions for the
transfer of the Equity Shares constituting the Offer for Sale
Designated Stock The designated stock exchange as disclosed in the RHP/Prospectus of the Issue
Exchange
Discount Discount to the Issue Price that may be provided to Bidders/Applicants in
accordance with the SEBI Regulations.
Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which
may mention a price or a Price Band
Employees Employees of an Issuer as defined under the SEBI Regulations and including,
in case of a new company, persons in the permanent and full time employment
of the promoting companies excluding the promoters and immediate relatives
of the promoter. For further details Bidder/Applicant may refer to the
RHP/Prospectus
Equity Shares Equity shares of the Issuer
Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the
Bidders/Applicants (excluding the ASBA Bidders/Applicants) may Issue
cheques or drafts in respect of the Bid Amount when submitting a Bid
Escrow Agreement Agreement to be entered into among the Issuer, the Registrar to the Issue, the
Book Running Lead Manager(s), the Syndicate Member(s), the Escrow
Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts
and where applicable, remitting refunds of the amounts collected to the
Bidders/Applicants (excluding the ASBA Bidders/Applicants) on the terms and
conditions thereof
Escrow Collection Bank(s) Refer to definition of Banker(s) to the Issue
FCNR Account Foreign Currency Non-Resident Account
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Term Description
First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application
Form or Revision Form
FII(s) Foreign Institutional Investors as defined under the SEBI (Foreign Institutional
Investors) Regulations, 1995 and registered with SEBI under applicable laws in
India
Fixed Price Issue /Fixed The Fixed Price process as provided under the SEBI Regulations, in terms of
Price Process/Fixed Price which the Issue is being made
Method
Floor Price The lower end of the Price Band, at or above which the Issue Price and the
Anchor Investor Issue Price may be finalised and below which no Bids may be
accepted, subject to any revision thereto
FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board
of India (Foreign Portfolio Investors) Regulations, 2014
FPO Further public offering
Foreign Venture Capital Foreign Venture Capital Investors as defined and registered with SEBI under
Investors or FVCIs the SEBI (Foreign Venture Capital Investors) Regulations, 2000
IPO Initial public offering
Issue Public Issue of Equity Shares of the Issuer including the Offer for Sale if
applicable
Offer/ Company The Offer proposing the initial public offering/further public offering as
applicable
Offer Price The final price, less discount (if applicable) at which the Equity Shares may be
Allotted in terms of the Prospectus. The Offer Price may be decided by the
Offer in consultation with the Book Running Lead Manager(s)
Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This
is computed by dividing the total number of Equity Shares available for
Allotment to RIIs by the minimum Bid Lot.
MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque
leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds)
Regulations, 1996
Mutual Funds Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for
allocation to Mutual Funds only, being such number of equity shares as
disclosed in the RHP/Prospectus and Bid cum Application Form
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NRE Account Non-Resident External Account
NRI NRIs from such jurisdictions outside India where it is not unlawful to make an
offer or invitation under the Offer and in relation to whom the RHP/Prospectus
constitutes an invitation to subscribe to or purchase the Equity Shares
NRO Account Non-Resident Ordinary Account
Offer The offer for sale of [] Equity Shares comprising of
Non-Institutional Investors All Bidders/Applicants, including sub accounts of FIIs registered with SEBI
or NIIs which are foreign corporate or foreign individuals and FPIs which are Category
III foreign portfolio investors registered with SEBI, that are not QIBs or RIIs
and who have Bid for Equity Shares for an amount of more than 200,000 (but
not including NRIs other than Eligible NRIs)
Non-Institutional Category The portion of the Issue being such number of Equity Shares available for
allocation to NIIs on a proportionate basis and as disclosed in the
RHP/Prospectus and the Bid cum Application Form
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible
NRIs, FIIs, FPIs, and FVCIs registered with SEBI
OCB/Overseas Corporate A company, partnership, society or other corporate body owned directly or
Body indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission
granted to OCBs under FEMA
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Term Description
Offer for Sale Public offer of such number of Equity Shares as disclosed in the
RHP/Prospectus through an offer for sale by the Selling Shareholder
Other Investors Investors other than Retail Individual Investors in a Fixed Price Issue. These
include individual applicants other than Retail Individual Bidders and other
investors including corporate bodies or institutions irrespective of the number
of specified securities applied for.
PAN Permanent Account Number allotted under the IT Act, 1961
Price Band Price Band with a minimum price, being the Floor Price and the maximum
price, being the Cap Price and includes revisions thereof. The Price Band and
the minimum Bid lot size for the Issue may be decided by the Issuer in
consultation with the Book Running Lead Manager(s) and advertised, at least
five working days in case of an IPO and one working day in case of FPO, prior
to the Bid/Issue Opening Date, in English national daily, Hindi national daily
and regional language at the place where the registered office of the Issuer is
situated, newspaper each with wide circulation
Pricing Date The date on which the Issuer in consultation with the Book Running Lead
Manager(s), finalise the Issue Price
Prospectus The prospectus to be filed with the RoC in accordance with Section 26 of the
Companies Act, 2013 after the Pricing Date, containing the Issue Price, the size
of the Issue and certain other information
Public Issue Account An account opened with the Banker to the Issue to receive monies from the
Escrow Account and from the ASBA Accounts on the Designated Date
QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to
QIBs on a proportionate basis
Qualified Institutional As defined under the SEBI Regulations
Buyers or QIBs
RTGS Real Time Gross Settlement
Red Herring Prospectus/ The red herring prospectus issued in accordance with Section 32 of the
RHP Companies Act, 2013, which does not have complete particulars of the price at
which the Equity Shares are offered and the size of the Issue. The RHP may be
filed with the RoC at least three days before the Bid/Issue Opening Date and
may become a Prospectus upon filing with the RoC after the Pricing Date. In
case of issues undertaken through the fixed price process, all references to the
RHP should be construed to mean the Prospectus
Refund Account(s) The account opened with Refund Bank(s), from which refunds (excluding
refunds to ASBA Bidders/Applicants), if any, of the whole or part of the Bid
Amount may be made
Refund Bank(s) Refund bank(s) as disclosed in the RHP/Prospectus and Bid cum Application
Form of the Issue
Refunds through electronic Refunds through NECS, Direct Credit, NEFT, RTGS or ASBA, as applicable
transfer of funds
Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide
terminals, other than the members of the Syndicate
Registrar to the Issue/RTI The Registrar to the Issue as disclosed in the RHP/Prospectus and Bid cum
Application Form
Reserved Category/ Categories of persons eligible for making application/bidding under reservation
Categories portion
Reservation Portion The portion of the Issue reserved for category of eligible Bidders/Applicants as
provided under the SEBI Regulations
Retail Individual Investors Investors who applies or bids for a value of not more than 200,000.
/ RIIs
Retail Individual Shareholders of a listed Issuer who applies or bids for a value of not more than
Shareholders 200,000.
Retail Category The portion of the Issue being such number of Equity Shares available for
allocation to RIIs which shall not be less than the minimum bid lot, subject to
availability in RII category and the remaining shares to be allotted on
proportionate basis.
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Term Description
Revision Form The form used by the Bidders in an issue through Book Building process to
modify the quantity of Equity Shares and/or bid price indicates therein in any
of their Bid cum Application Forms or any previous Revision Form(s)
RoC The Registrar of Companies
SEBI The Securities and Exchange Board of India constituted under the Securities
and Exchange Board of India Act, 1992
SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009
Self Certified Syndicate A bank registered with SEBI, which offers the facility of ASBA and a list of
Bank(s) or SCSB(s) which is available on
Specified Locations Refer to definition of Broker Centers
Stock Exchanges/ SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where
the Equity Shares Allotted pursuant to the Issue are proposed to be listed
Syndicate The Book Running Lead Manager(s) and the Syndicate Member
Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in
relation to collection of the Bids in the Issue (excluding Bids from ASBA
Bidders/Applicants)
Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus
Underwriters The Book Running Lead Manager(s) and the Syndicate Member(s)
Underwriting Agreement The agreement amongst the Issuer, and the Underwriters to be entered into on
or after the Pricing Date
Working Day All days other than a Sunday or a public holiday on which commercial banks
are open for business, except with reference to announcement of Price Band
and Bid/Issue Period, where working day shall mean all days, excluding
Saturdays, Sundays and public holidays, which are working days for
commercial banks in India
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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government, the
FDI Policy (as defined below) and FEMA. The government bodies responsible for granting foreign investment
approvals are FIPB and the RBI.
The Government has from time to time made policy pronouncements on FDI through press notes and press
releases. The DIPP, issued the consolidated FDI Policy by way of circular no. D/o IPP F. No. 5(1)/2015-FC-1
dated May 12, 2015 (FDI Policy), which with effect from May 12, 2015, consolidates and supersedes all
previous press notes, press releases and clarifications on FDI issued by the DIPP that were in force and effect as
on May 11, 2015. However, Press Note 4 of 2015 dated April 24, 2015 regarding policy on foreign investment
in pension sector, continues to remain effective. The Government proposes to update the consolidated circular
on FDI Policy once every year and therefore, FDI Policy will be valid until the DIPP issues an updated circular.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the
foreign direct investment (FDI) Policy and transfer does not attract the provisions of the Takeover
Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy; and (iii) the
pricing is in accordance with the guidelines prescribed by SEBI and RBI.
As per the existing policy of the Government, OCBs cannot participate in this Offer.
The Equity Shares have not been and will not be registered under the U.S. Securities Act, and may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities
laws. Accordingly, the Equity Shares are being offered and sold (i) within the United States to persons
reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the U.S. Securities
Act) pursuant to Rule 144A of the U.S. Securities Act and (ii) outside the United States in offshore
transactions in reliance on Regulation S under the U.S. Securities Act and applicable laws of the
jurisdictions where such offers and sales occur.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholder and
the BRLMs are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to
make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed
the applicable limits under laws or regulations.
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SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI Regulations, the
main provisions of the Articles of Association of our Company are detailed below:
Share Capital
Article 3 provides that The authorised share capital of the Company is or shall be such amount as stated in
Clause V of the Memorandum of Association, for the time being or as may be varied from time to time with the
power to increase or reduce such Capital from time to time in accordance with the regulations of the Company
and the legislative provisions for the time being in force in this behalf and with the power also to divide the
shares in the Capital for the time being into equity share capital and preference share capital and to attach
thereto respectively any preferential, qualified or special rights, privileges or conditions.
Article 4 provides that Subject to the provisions of the Act and these Articles, the shares in the capital of the
Company shall be under the control of Directors who may issue, allot or otherwise dispose of the same or any of
the same or any of them to such persons, in such proportion and on such terms and conditions and either at a
premium or at par and at such time as they may from time to time think fit. Provided that option or right to call
of shares shall not be given to any person or persons without the sanction of the Company in General Meeting.
Board shall not issue any shares at a discount except issue of such class of shares as may be permitted by the
Act.
Article 5 provides that The Company may issue equity shares with voting right and/or with differential voting
rights as to dividend, voting or otherwise and preference shares in accordance with these Articles, the Act, the
Rules and other applicable laws.
Increase, reduction, alteration in capital and buy back of shares
Article 62 provides that Subject to the provisions of the Act, the Company may, by resolution prescribed under
the Act, increase its Share Capital by such sum, to be divided into shares of such amount or such class, as may
be specified in the resolution.
Article 63 provides that Subject to the provisions of the Act, the Company may, by resolution prescribed under
the Act:-
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid up shares
of any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be
taken by any person.
Article 65 provides that The Company may, by resolution prescribed under the Act reduce in any manner and
with, and subject to, any incident authorized and such consent as may be required by law:-
a) its share capital;
b) any capital redemption reserve account;
c) any share premium account; or
d) any other reserve in the nature of capital.
Article 71 provides that Notwithstanding anything contained in these Articles but subject to all applicable
provisions of the Act or any other law for the time being in force, the Company may purchase its own shares or
other specified securities.
Payment of commission and brokerage
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Article 20 provides that The Company may exercise the powers of paying commissions conferred by the Act,
to any person in connection with subscription to its shares, debentures or debentures stock of the Company,
provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be in accordance
with the provisions of the Act and the Rules and shall be disclosed in the manner required therein. The rate or
amount of the commission shall not exceed the rate or amount as prescribed in the rules made under subsection
(6) of section 40 of the Act. The commission may be satisfied by the payment of cash or the allotment of fully or
partly paid Shares or partly in the one way and partly in the other. The Company may pay brokerage to the
extent and in the manner prescribed under the Act in connection with subscription to its securities.
Calls
Article 27 provides that The Board may, from time to time, make calls upon the Members in respect of any
moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium)
and not by the conditions of allotment thereof made payable at fixed times. Each member shall, subject to
receiving at least fourteen days' notice specifying the time or times and place of payment, pay to the Company,
at the time or times and place so specified, the amount called on his shares. The Board may, from time to time,
at its discretion, extend the time fixed for the payment of any call in respect of one or more members as the
Board may deem appropriate in any circumstances. A call may be revoked or postponed at the discretion of the
Board.
Article 28 provides that A call shall be deemed to have been made at the time when the resolution of the Board
authorising the call was passed and may be required to be paid by installments.
Article 29 provides that All calls shall be made on a uniform basis on all shares falling under the same class.
Further, an explanation to Article 29 provides that Shares of the same nominal value on which different
amounts have been paid-up shall not be deemed to fall under the same class.
Article 30 provides that If by the conditions of allotment of any shares, the whole or part of the amount of issue
price thereof shall be payable by installments, then every such installment shall, when due, be paid to the
Company by the person, who for the time being and from time to time, is or shall be the registered holder of the
share or the legal representative of a deceased registered holder.
Article 31 provides that The joint-holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
Article 32 provides that Any sum which by the terms of issue of a share becomes payable on allotment or at
any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the
purposes of these Articles, be deemed to be a call duly made and payable on the date on which by the terms of
issue such sum becomes payable. In case of non-payment of such sum, all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
Article 33 provides that If a sum called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for
payment thereof to the time of actual payment at such rate as may be fixed by the Board. The Board shall be at
liberty to waive payment of any such interest wholly or in part.
Article 34 provides that Neither a judgment nor a decree in favour of the Company for calls or other moneys
due in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of a
portion of any money which shall from time to time be due from any Member in respect of any share either by
way of principal or interest nor any indulgence granted by the Company in respect of payment of any such
money shall preclude the forfeiture of such shares as herein provided.
Article 35 provides that The provisions of these Articles relating to calls shall mutatis mutandis apply to any
other securities including debentures of the Company.
Article 36 provides that The Board:-
(a) may, if it thinks fit, receive from any Member willing to advance the same, all or any part of the moneys
uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the moneys so advanced, may (until the same would, but for such advance, become
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presently payable) pay interest at such rate as may be fixed by the Board. Nothing contained in this clause
shall confer on the Member (a) any right to participate in profits or dividends or (b) any voting rights in
respect of the moneys so paid by him until the same would, but for such payment, become presently
payable by him.
Forfeiture, surrender and lien
Article 37 provides that If any Member fails to pay any call, or installment of a call, on the day appointed for
payment thereof, the Board may, at any time thereafter during such time as any part of the call or installment
remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a notice
on him requiring payment of so much of the call or installment as is unpaid, together with any interest which
may have accrued and all the expenses that may have been incurred by the Company by reason of non-
payment.
Article 38 provides that The notice aforesaid shall:-
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the
notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which
the call was made shall be liable to be forfeited.
Article 39 provides that If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may, at any time thereafter, before the payment required by the
notice has been made, be forfeited by a resolution of the Board to that effect.
Article 40 provides that Neither the receipt by the Company for a portion of any money which may from time
to time be due from any Member in respect of his shares, nor any indulgence that may be granted by the
Company, in respect of payment of any such money, shall preclude the Company from thereafter proceeding to
enforce a forfeiture in respect of such shares as herein provided. Such forfeiture shall include all dividends
declared or any other moneys payable in respect of the forfeited shares and not actually paid before the
forfeiture.
Article 41 provides that When any share shall have been so forfeited, notice of the forfeiture shall be given to
the defaulting Member and an entry of the forfeiture with the date thereof, shall forthwith be made in the
Register of Member but no forfeiture shall be invalidated by any omission or neglect or any failure to give such
notice or make such entry as aforesaid.
Article 42 provides that A duly verified declaration in writing that the declarant is a director, the manager or
secretary of the Company, and that share(s) in the Company have been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled
to the share(s). The Company may receive the consideration, if any, given for the share(s) on any sale, re-
allotment or disposal thereof and may execute a transfer of share in favour of the person to whom the share
is/are sold or disposed of. The transferee shall thereupon be registered as the holder of the share. The transferee
shall not be bound to see the application of the purchase money, if any, nor shall his title to the share(s) be
affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or
disposal of share(s).
Article 43 provides that A forfeiture of share shall be deemed to be the property of the Company and may be
sold or re-allotted or otherwise disposed of either to the person who was before such forfeiture the holder
thereof or entitled thereto or to any other person on such terms and in such manner as the Board thinks fit. At
any time before a sale, re-allotment or disposal as aforesaid, the Board may cancel the forfeiture on such terms
as it thinks fit.
Article 44 provides that A person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay, and shall pay, to the Company all
monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares.
All such moneys payable shall be paid together with interest thereon at such rate as the Board may determine,
from the time of forfeiture until payment or realisation. The Board may, if it thinks fit, but without being under
any obligation to do so, enforce the payment of the whole or any portion of the moneys due, without any
allowance for the value of the shares at the time of forfeiture or waive payment in whole or in part. The liability
of such person shall cease if and when the Company shall have received payment in full of all such moneys in
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respect of the shares.
Article 45 provides that The forfeiture of share shall involve extinction at the time of forfeiture, of all interest
in and all claims and demands against the Company, in respect of the share and all other rights incidental to the
share.
Article 46 provides that Upon any sale after forfeiture or for enforcing a lien in exercise of the powers
hereinabove given, the Board may, if necessary, appoint some person to execute an instrument for transfer of the
shares sold and cause the purchasers name to be entered in the Register of Members in respect of the shares
sold and after his name has been entered the Register of Members in respect of such shares, the validity of the
sale shall not be impeached by any person.
Article 47 provides that Upon any sale, re-allotment or other disposal under the provisions of the preceding
Articles, the certificate(s), if any, originally issued in respect of the respective shares shall (unless the same shall
on demand by the Company has been previously surrendered to it by the defaulting Member) stand cancelled
and become null and void and be of no effect, and the Board shall be entitled to issue a duplicate certificate(s) in
respect of the said shares to the person(s) entitled thereto.
Article 48 provides that The Board, may, subject to the provisions of the Act, accept a surrender of any share
from or by any Member desirous of surrendering the same on such terms as it may think fit.
Articles 49 provides that The provisions of these Articles as to forfeiture shall apply in the case of non-payment
of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the
nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made
and notified.
Article 50 provides that The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis
apply to any other securities including debentures of the Company.
Article 21 provides that The Company shall have a first and paramount lien :
a) on every share (not being a fully paid share), for all moneys (whether presently payable or not) called, or
payable at a fixed time, in respect of that share; and
b) on all shares (not being fully paid shares) standing registered in the name of a Member, for all monies
presently payable by him or his estate to the Company:
Provided that the Board of Directors may at any time declare any share to be wholly or in part exempt from the
provisions of this clause. The fully paid shares shall be free from all lien.
The Company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to
time in respect of such shares for any money owing to the Company.
Unless otherwise agreed by the Board, the registration of a transfer of shares shall operate as a waiver of the
Companys lien, if any, on such shares.
Articles 22 provides that The Company may sell, in such manner as the Board thinks fit, any shares on which
the Company has a lien. Provided that no sale shall be made:
a) unless a sum in respect of which the lien exists is presently payable; or
b) until the expiration of 7 days after a notice in writing stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the person entitled thereto by reason of his death or insolvency.
Article 23 provides that To give effect to any such sale, the Board may authorize one of their Members or any
other Officer of the Company to transfer the shares sold to the purchaser thereof. The receipt of the Company
for the consideration (if any) given for the share on the sale thereof shall (subject, if necessary, to execution of
an instrument of transfer or a transfer by relevant system, as the case may be) constitute a good title to the share
and the purchaser shall be registered as the holder of the share comprised in any such transfer. The purchaser
shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by
any irregularity or invalidity in the proceedings in reference to the sale.
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Article 24 provides that The proceeds of the sale shall be received by the Company and applied in payment of
such part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall,
subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the
person entitled to the shares, at the date of the sale.
Article 25 provides that In exercising the lien, the Company shall be entitled to treat the registered holder of
any share as the absolute owner thereof and accordingly shall not (except as ordered by any statute) be bound to
recognize any equitable or other claim to, or interest in such share on the part of any other person, whether a
creditor of the registered holder or otherwise. The Companys lien shall prevail notwithstanding that it has
received notice of any such claim.
Article 26 provides that The provisions of these Articles relating to lien shall mutatis mutandis apply to any
other securities including debentures issued by the Company from time to time.
Transfer and transmission of shares
Article 51 provides that The instrument of transfer of any share shall be in writing and all the provisions of the
Act, and of any statutory modification thereof for the time being shall be duly complied with in respect of all
transfer of shares and registration thereof. The instrument of transfer of any share in the Company shall be
executed by or on behalf of both the transferor and transferee. The transferor shall be deemed to remain a holder
of the share until the name of the transferee is entered in the register of members in respect thereof. The
Company shall use a common form of transfer, subject to the provisions of the Act. In case of transfer of shares,
where the Company has not issued any certificates and where the shares are held in dematerialized form, the
provisions of the Depositories Act, 1996 shall apply. No fee shall be charged for registration of transfer,
transmission, probate, succession certificate and letters administration, certificate of death or marriage, power of
attorney or similar other document.
Article 52 provides that The Board may, subject to the right of appeal conferred by the Act and subject to the
provisions of the Act, the Rules, Listing Agreement and any other applicable law decline to register:-
a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve;
b) any transfer of shares on which the Company has a lien;
c) any transfer of shares where any statutory prohibition or any attachment or prohibitory order of a competent
authority restrains the Company from transferring the shares out of the name of the transferor; or
d) any transfer of shares where the transferor objects to the transfer provided he serves on the Company within
a reasonable time a prohibitory order of a court of competent jurisdiction.
Article 53 provides that The Board may decline to recognize any instrument of transfer unless:-
a) the instrument of transfer is in the form as prescribed in rules made under the Act;
b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
c) the instrument of transfer is in respect of only one class of shares.
Provided that the registration of a transfer shall not be refused on the ground of the transferor being either alone
or jointly with any other person or persons indebted to the Company on any account whatsoever except where
the Company has a lien on shares.
In addition, Article 53(2) provides that The Company shall send notice containing the reasons thereof within
the time stipulated under the Act.
Article 54 provides that On giving not less than seven days' previous notice in accordance with the Act, the
registration of transfers may be suspended at such times and for such periods as the Board may from time to
time determine: Provided that such registration shall not be suspended for more than thirty days at any one time
or for more than forty-five days in the aggregate in any year.
Article 57 provides that On the death of a Member, the survivor or survivors where the Member was a joint
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holder, and his nominee or nominees and in absence of nominees the legal representatives where he was a sole
holder, shall be the only persons recognized by the Company as having any title to his interest in the shares.
Nothing in this clause shall release the estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by him with other persons.
Article 58 provides that Any person becoming entitled to a share in consequence of the death or insolvency of a
Member may, upon such evidence being produced as may from time to time properly be required by the Board
and subject as hereinafter provided, elect, either:-
a) to be registered himself as holder of the share; or
b) to make such transfer of the share as the deceased or insolvent Member could have made.
The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent Member had transferred the share before his death or insolvency. The Company shall be
fully indemnified by such person from all liability, if any, by action taken by the Board to give effect to such
registration or transfer.
Article 60 provides that A person becoming entitled to a share by reason of the death or insolvency of the
holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being registered as a Member in respect of the
share, be entitled in respect of it to exercise any right conferred by Membership in relation to meetings of the
Company. Provided that the Board may, at any time, give notice requiring any such person to elect either to be
registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board
may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share, until
the requirements of the notice have been complied with.
Borrowing Powers
Article 127 provides that Subject to the provisions of the Act and the Rules, the Board of directors may, from
time to time at its discretion by a resolution passed at a Meeting of the Board, accept deposits from Members,
either in advance or calls or otherwise, and generally raise or borrow or secure the payment of any sum or sum
of moneys for the purpose of the Company not exceeding the aggregate of the Paid-up capital of the Company
and its reserves. Provided, however, where the moneys to be borrowed together with moneys already borrowed
(apart from temporary loans obtained from the Companys bankers in the ordinary course of business) exceed
the aggregate of paid-up capital and free reserves as defined under the Act, the Directors shall not borrow such
monies without the consent of the Company in general meeting by way of resolution prescribed under the Act.
Article 128 provides that The payment or re-payment of moneys borrowed aforesaid may be secured in such
manner and upon such terms and conditions in all respects as the Board of Directors may think fit, and in
particular by a resolution passed at a meeting of the Board (and not by circular resolution).
Article 129 provides that The Board may, subject to and in accordance with the provisions of the Act and the
Rules, issue debentures or debenture stocks or any other securities for borrowing moneys by the Company
(secured or unsecured) and such debentures, debenture stocks and securities may be made assignable free from
any equities between the Company and the person to whom the same may be issued.
Article 130 provides that Subject to the provisions of the Act, any debenture, debenture stock may be issued at
a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of
any denomination, and with any privileges and conditions as the Board may think fit including the terms related
to redemption, surrender, drawings, allotment of shares, appointment of Directors and otherwise. However,
debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the
Company in General Meeting or through Postal Ballot by a special resolution.
Conversion of shares into stock
Article 64 provides that The directors, with the sanction of a Resolution of the Company in Ordinary General
Meeting may convert any paid-up shares into stock and may re-convert any stock into paid-up shares of any
denomination. Where shares are converted into stock:-
a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the
417
same regulations under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit. Provided that the Board may, from time to time, fix
the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal
amount of the shares from which the stock arose.
b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held
the shares from which the stock arose; but no such privilege or advantage (except participation in the
dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of
stock which would not, if existing in shares, have conferred that privilege or advantage.
c) such of these Articles as are applicable to paid-up shares shall apply to stock and the words share and
shareholder in those regulations shall include stock and stock-holder respectively unless the context
otherwise requires.
Convening General Meeting
Article 72 provides that Subject to the provisions of the Act, an Annual General Meeting of the Members of the
Company shall be held every year within six months after the expiry of each financial year, provided that not
more than 15 months shall elapse between the date of one Annual General Meeting and that of the next. Nothing
contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the
provisions of the Act to extend the time within which any Annual General Meeting may be held. Every Annual
General Meeting shall be called during business hours, that is, between such time as prescribed in the Act, on
any day that is not a National Holiday and shall be held either at the registered office of the Company or at some
other place within the city, town or village in which the registered office of the Company is situated.
Article 73 provides that All General Meetings other than Annual General Meetings shall be called Extra-
ordinary General Meetings.
Article 74 provides that The Board may, whenever it thinks fit, call an Extra-ordinary General Meeting.
Article 75 provides that No business shall be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business. No business shall be discussed or transacted at any
General Meeting except election of Chairperson when the chair is vacant. Save as otherwise provided herein, the
quorum for the General Meetings shall be as prescribed in the Act.
Certain matters not to be included in Minutes
Article 80 (2) provides that There shall not be included in the minutes any matter which, in the opinion of the
Chair person of the meeting-
a) is, or could reasonably be regarded as defamatory of any person; or
b) is irrelevant or immaterial to the proceedings; or
c) is detrimental to the interests of the Company.
Votes of Members
Article 84 provides that Subject to any rights or restrictions for the time being attached to any class or classes
of shares:-
a) on a show of hands, every Member present in person shall have one vote; and
b) on a poll, the voting rights of Members shall be in proportion to his share in the paid-up equity share
capital of the Company.
Article 85 provides that A Member may exercise his vote at a meeting by electronic means in accordance
with the provisions of the Act and the Rules and shall vote only once.
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Article 86 provides that In the case of joint holders, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose,
seniority shall be determined by the order in which the names stand in the Register of Members.
Article 90 provides that No Member shall be entitled to vote at any General Meeting unless all calls or other
sums presently payable by him in respect of shares in the Company have been paid.
Article 79 provides that On any business at any General Meeting, in case of equality of votes, whether on show
of hands or electronically or on a poll, the Chairperson shall have a second or casting vote.
Proxies
Article 94 provides that Any member entitled to attend and vote at a General Meeting may do so either
personally or through his constituted attorney or through another person as a proxy on his behalf for that
meeting. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it
is signed or a notarized copy of that power or authority, shall be deposited at the registered office of the
Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time
appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.
Article 95 provides that An instrument appointing a proxy shall be in the form as prescribed in the Act and the
Rules.
Article 96 provides that A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority
under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given.
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by
the Company at its office before the commencement of the meeting or adjourned meeting at which the proxy is
used.
Directors
Article 97 provides that Unless otherwise determined by the Company in General Meeting, the number of
directors shall not be less than 3(three) and shall not be more 15.
Article 103 provides that The remuneration of the directors shall, in so far as it consists of a monthly payment,
be deemed to accrue from day-to-day. The remuneration, if any, payable by the Company to each director
including Non-Executive Director by way of fixed salary or commission on profits of the Company, etc.,
whether in respect of his services as a Managing Director or a Director in the whole or part time employment of
the Company or otherwise shall be determined in accordance with and subject to the provisions of the Act. In
addition to the remuneration payable to them in pursuance of the Act, the directors may be paid sitting fees as
may be decided by the Board of Directors within the limit prescribed under the Act and all travelling, hotel and
other expenses properly incurred by them:-
a) in attending and returning from meetings of the Board of Directors or any Committee thereof or General
Meetings of the Company;
b) in connection with the business of the Company.
If any Director shall be called upon to perform extra services or to make any special exertion or efforts for any
of the purposes of the Company or to give special attention to the business of the Company, which expression,
shall include work done as a member of a Committee of the Board, the Board may, subject to the provisions of
Sections 197 and 188 of the Act, remunerate the Director so doing, either by a fixed sum or otherwise; and such
remuneration may be either in addition to or in substitution for any other remuneration to which he may be
entitled.
Article 104 provides that Subject to the provisions of the Act, the Board shall have power at any time, and from
time to time, to appoint a person as an additional director, provided the number of the directors and additional
directors together shall not at any time exceed the maximum strength fixed for the Board by the Articles. Such
person shall hold office only up to the date of the next annual general meeting of the company but shall be
eligible for appointment by the Company as a Director at that meeting subject to the provisions of the Act.
419
Article 105 provides that The Board may appoint an alternate director to act for a director (hereinafter in this
Article called the Original Director) during his absence for a period of not less than three months from India.
No person shall be appointed as an alternate director for an independent director unless he is qualified to be
appointed as an independent director under the provisions of the Act. An alternate director shall not hold office
for a period longer than the permissible to the Original Director in whose place he has been appointed and shall
vacate the office if and when the Original Director returns to India.
Key Managerial Personnel/Managing Director/Whole-Time Director
Article 124 provides that In accordance with the provisions of the Act and the Rules, the Company shall have
Key Managerial Personnel as mentioned in the Act. The appointment of Key Managerial Personnel shall be in
accordance with the provisions of the Act and Rules, if any.
Article 125 provides that Subject to the provisions of the Act:-
a) A Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer may be appointed by
the Board for such term, at such remuneration and upon such conditions as it may think fit; and any Chief
Executive Officer, Manager, Company Secretary or Chief Financial Officer so appointed may be removed
by means of a resolution of the Board;
b) A director may be appointed as Chief Executive Officer, Manager, Company Secretary or Chief Financial
Officer.
c) A Key Managerial Personnel can be appointed as a director of any company, subject to compliance with the
provisions of the Act.
Proceedings of the Board
Article 113 provides that The Board shall meet together at least four times in a year in such manner that not
more than One hundred and twenty days shall intervene between two consecutive meetings. Not less than seven
days notice of every meeting of the Board shall be given in writing to every Director whether in or outside
India. In the case of Directors residing outside India, notice shall be sent by electronic mode. A meeting of the
Directors may be held after giving a shorter notice as per the provisions of the Act. Subject to the provisions of
the Act, the Board of directors may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit. The Chairperson or any other director with the previous consent of the Board may, and
the Company Secretary on the direction of the Chairperson shall, at any time, summon a meeting of the Board.
The quorum for a Board Meeting shall be as provided in the Act. The participation of directors in a meeting of
the Board may be either in person or through video conferencing or audio visual means or teleconferencing, as
may be prescribed by the Rules or permitted under Law.
Article 121 provides that Save as otherwise expressly provided in the Act, a resolution in writing, signed
whether manually or by secure electronic mode, by a majority of the Members of the Board or of a Committee
thereof, for the time being entitled to receive notice of a meeting of the Board or Committee, shall be valid and
effective as if it had been passed at a meeting of the Board or Committee, duly convened and held.
Dividends
Article 131 provides that The Company in General Meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board but the Company in General Meeting may declare a lesser
dividend.
Article 134(1) provides that Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the
shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the
Company, dividends may be declared and paid according to the amounts of the shares.
Article 133 provides that The Board may, before recommending any dividend, set aside out of the profits of
the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be
applied for any purpose to which the profits of the Company may be properly applied, including provision for
meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion,
either be employed in the business of the Company or be invested in such investments (other than shares of the
420
Company) as the Board may, from time to time, thinks fit. The Board may also carry forward any profits
which it may consider necessary not to divide, without setting them aside as a reserve.
Article 132 provides that Subject to the provisions of the Act, the Board may from time to time pay to the
Members such interim dividends as appear to it to be justified by the profits of the Company.
Capitalisation of Profits
Article 69(1) provides that The Company in general meeting may, upon recommendation of the Board,
resolve:-
a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of
the Company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for
distribution; and
b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the
Members who would have been entitled thereto, if distributed by way of dividend.
In addition, Article 69(2) provides that The sum aforesaid shall not be paid in cash but shall be applied subject
to the provision as contained in the Act, either in or towards:-
a) paying up any amounts for the time being unpaid on any shares held by such Members respectively;
b) paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-up,
to and amongst such Members in the proportions aforesaid;
c) partly in the way specified in sub-clause (a) and partly in that specified in sub-clause (b);
d) issuing fully paid-up bonus shares;
e) A securities premium account and a capital redemption reserve account or any other permissible reserve
account may, for the purposes of these Articles, be applied in the paying up of unissued shares to be
issued to Members of the Company as fully paid bonus shares; and
f) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.
Winding up
Article 151 provides that Subject to the provisions of the Act and the Rules:-
a) If the Company shall be wound up, the liquidator may, in accordance with the provisions of the Act,
divide amongst the Members, in specie or kind, the whole or any part of the assets of the Company,
whether they shall consist of property of the same kind or not.
b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the Members
or different classes of Members.
c) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the contributories if he considers necessary, but so that no Member shall be
compelled to accept any shares or other securities whereon there is any liability.
Indemnity and Insurance
Article 156 provides that Subject to the provisions of the Act, every Director, Managing Director, Whole-time
Director, Manager, Company Secretary and other officer of the Company shall be indemnified by the Company
out of the funds of the Company, to pay all costs, losses and expenses(including travelling expenses) which such
Director, Managing Director, Whole-time Director, Manager, Company Secretary and any other officer of the
Company may incur or become liable for by reason of any contract entered into or act or deed done by him in
his capacity as such Director, Managing Director, Whole-time Director, Manager, Company Secretary or any
421
other officer or in any way in the discharge of his duties in such capacity including expenses.
Subject as aforesaid, every Director, Managing Director, Whole-time Director, Manager, Company Secretary
and other officer of the Company shall be indemnified out of the assets of the Company against any liability
incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.
The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or
former Directors and Key Managerial Personnel for indemnifying all or any of them against any liability for any
acts in relation to the Company for which they may be liable but have acted honestly and reasonably.
422
SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed
material will be attached to the copy of the Red Herring Prospectus which will be delivered to the RoC for
registration. Copies of the abovementioned contracts and also the documents for inspection referred to
hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days from the
date of the Red Herring Prospectus until the Bid/Offer Closing Date.
A. Material Contracts for the Offer
1. Offer Agreement dated September 28, 2015 between our Company, the Selling Shareholder
and the BRLMs.
2. Agreement dated August 26, 2015 between our Company, the Selling Shareholder and the
Registrar to the Offer.
3. Escrow Agreement dated [] between our Company, the Selling Shareholder, the Registrar to
the Offer, the BRLMs, the Syndicate Members and the Escrow Collection Bank(s).
4. Share Escrow Agreement dated [] between the Selling Shareholder, the BRLMs, our
Company and the Escrow Agent.
5. Syndicate Agreement dated [] between our Company, the Selling Shareholder, the BRLMs
and the Syndicate Members.
6. Underwriting Agreement dated [] between our Company, the Selling Shareholder and the
Underwriters.
B. Material Documents
1. Certified copies of the updated Memorandum of Association and Articles of Association of

our Company as amended from time to time.
2. Certificate of incorporation dated December 23, 1996.
3. Certificate for commencement of business dated March 25, 1997.
4. Fresh certificate of incorporation consequent upon change in name dated June 25, 2001.
5. Resolution of the Board of Directors dated June 16, 2015 in relation to the Offer and other
related matters.
6. Resolution of the board of directors of our Promoter dated July 31, 2015 approving the Offer
for Sale.
7. Copies of the annual reports of our Company for the Financial Years 2015, 2014, 2013, 2012
and 2011.
8. The audit reports of the Statutory Auditors dated July 27, 2015 in relation to our Companys
unconsolidated Restated Financial Statements and consolidated Restated Financial Statements,
included in the Draft Red Herring Prospectus.
9. The Statement of Tax Benefits dated September 18, 2015 on from the Statutory Auditors.
10. Consent of the Directors, the BRLMs, Domestic Legal Counsel to our Company, Domestic
Legal Counsel to the BRLMs, International Legal Counsel to the BRLMs, Registrar to the
Offer, Bankers to our Company, Company Secretary and Compliance Officer and Chief
Financial Officer as referred to in their specific capacities.
423
11. Consent letter dated September 28, 2015 from the Statutory Auditors for inclusion of their
name as experts.
12. Employment agreement dated August 26, 2015 entered into between our Company and Sanjay
Jalona.
13. Scheme of amalgamation entered into between ISRC and our Company, and order dated
September 4, 2015 of the Bombay High Court approving the Scheme of the Amalgamation.
14. Scheme of amalgamation entered into between GDA Technologies and our Company, which
has been filed with the Bombay High Court and the Madras High Court on August 7, 2015
and August 26, 2015 respectively.
15. Share subscription and shareholders agreement dated October 11, 2012 entered into amongst
Befula Investments, L&T Infotech South Africa and our Company.
16. Business transfer agreement dated December 16, 2013 entered into between LTTSL and our
Company, as amended by addendum dated March 31, 2014 and addendum no. 1 dated June
19, 2014.
17. Due Diligence Certificate dated September 28, 2015 addressed to SEBI from the BRLMs.
18. In principle listing approvals dated [] and [] issued by BSE and NSE respectively.
19. Tripartite agreement dated July 27, 2015 between our Company, NSDL and the Registrar to
the Offer.
20. Tripartite agreement dated July 27, 2015 between our Company, CDSL and the Registrar to
the Offer.
21. SEBI observation letter no. [] dated [].
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without reference to
the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant
statutes.
424
DECLARATION
The undersigned Selling Shareholder hereby certifies that all statements made by the Selling Shareholder in this
Draft Red Herring Prospectus about or in relation to itself in connection with the Offer for Sale, and the Equity
Shares offered by it in the Offer for Sale, are true and correct.
Signed by the Selling Shareholder
For Larsen & Toubro Limited
Date: ___________
Place: Mumbai
425
DECLARATION
We hereby certify and declare that all relevant provisions of the Companies Act and the guidelines issued by the
Government or the regulations or guidelines issued by SEBI, established under Section 3 of the SEBI Act, as the
case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary
to the provisions of the Companies Act, the SCRA, the SEBI Act or rules or regulations made thereunder or
guidelines issued, as the case may be. We further certify that all the statements in this Draft Red Herring
Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
________________________ A. M. Naik
(Chairman, Non-Executive Director)
Sanjay Jalona
________________________ (Chief Executive Officer and Managing Director)
S. N. Subrahmanyan
________________________ (Non-Executive Director)
Samir Desai
(Independent Director)
________________________
M. M. Chitale
________________________
Vedika Bhandarkar
________________________
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
A. K. Sonthalia
________________________ (Chief Financial Officer)
Date: ___________
Place: Mumbai
426

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DRAFT RED HERRING PROSPECTUS

Dated September 28, 2015

LARSEN & TOUBRO INFOTECH LIMITED

Sharepro Services (I) Pvt. Ltd.

DEFINITIONS AND ABBREVIATIONS

Company Related Terms

Offer Related Terms

One-third of the Anchor Investor Portion shall be reserved for domestic

Technical/ Industry Related Terms/ Abbreviations

Conventional and General Terms or Abbreviations

Currency and Units of Presentation

All references to:

CAD are to Canadian Dollar, the official currency of Canada;

Industry and Market Data

INTERNAL RISK FACTORS

Risks related to our Company and our industry

Litigation against our Company

Nature of the cases No. of cases outstanding Amount involved

Litigation against our Directors

Nature of the cases No. of cases outstanding Amount involved

Litigation against our Promoter*

Nature of the cases No. of cases outstanding Amount involved

Litigation against our Group Companies

Nature of the cases No. of cases outstanding Amount involved

loss or reduction of business from clients;

delays in payment due to time taken to complete internal processes;

EXTERNAL RISK FACTORS

Risks related to investments in India

any increase in Indian interest rates or inflation;

any exchange rate fluctuations;

prevailing income conditions among Indian consumers and Indian corporations;

changes in Indias tax, trade, fiscal or monetary policies;

other significant regulatory or economic developments in or affecting India or its IT sector.

Risks Related to the Equity Shares

quarterly variations in our results of operations;

The Global IT-BPM Industry overview and trends in 2014

IT-BPM sector wise spend (USD billion)

IT Services BPM Software Hardware ER&D

(Source: NASSCOM Report)

IT-BPM geographic market share (2014)

Total worldwide spend:

Asia Pacific, 24%

(Source: NASSCOM Report)

Global sourcing growth (USD billion)

IT Sourcing Business process sourcing

(Source: NASSCOM Report)

New delivery centers set up in 2013 and 2014

India Eastern Europe Rest of Asia Latin America Philippines Africa

The Indian IT-BPM Industry Overview and trends

Indian IT BPM Industry Revenues1

FY2013 FY2014 FY2015E

Project based ..............................................................................................................................................................................

MPE Const & Utilities

Total: USD87.7 billion

(Source: NASSCOM Report)

Total: USD87.7 billion

(Source: NASSCOM Report)

We believe that our principal competitive strengths are as follows:

Strong domain focus enabling Business-to-IT Connect

Strong parentage and brand equity of our Promoter

Established long-term relationships with our clients

Extensive portfolio of IT services and solutions

Focus on emerging technologies

Strong management culture

Larsen & Toubro Infotech Limited DRHP

Larsen & Toubro Infotech Limited DRHP